Launch of Share Purchase Plan
Released
Released
Announcement PDF
4 September 2025
COMMENCEMENT OF SHARE PURCHASE PLAN
Astute Metals NL (ASX: ASE, “Astute” or “the Company”) is pleased to announce that further to its
announcement dated 31 July 2025, its Share Purchase Plan (“SPP”) is now open.
Attached to this announcement is a copy of the SPP offer booklet, which has been dispatched to eligible
shareholders today.
Details of the Share Purchase Plan
The Company is offering eligible shareholders (being those shareholders registered as at 5.00 pm (AEST)
on Wednesday, 30 July 2025, with a registered address in Australia or New Zealand) the opportunity to
participate in the SPP by subscribing for up to $AUD 30,000 worth of new fully paid ordinary shares
(“Shares”), without incurring brokerage, commission or other transaction costs. Shares will be offered
under the SPP at $AUD 0.015 per share. Participation in the SPP is optional.
Astute is targeting to raise up to $AUD 0.5 million via the SPP. However, should applications received for
the SPP be in excess of this amount, the Company reserves its right to either:
•
increase the amount; or
•
alternatively, in its absolute discretion, scale back applications.
Full details of the SPP (including terms and conditions of the SPP) have been set out in the SPP offer
booklet, which has been dispatched to eligible shareholders today. The SPP is scheduled to close at 5.00
pm AEST on Monday, 6 October 2025, noting that this timing remains subject to Astute’s discretion.
If you are an eligible shareholder and wish to participate in the SPP, you can apply by using the BPAY®
information provided on your personalised Application Form. The SPP offer booklet, which includes a
personalised Application Form, have been made available to eligible shareholders by the following
methods:
•
shareholders who have previously registered to receive Company correspondence electronically
will have received an email today with links to retrieve their documents electronically;
•
details are also available on the following website https://investor.xcend.app/sha where eligible
shareholders can review the terms of the SPP and retrieve their personalised details to make
payment;
•
hardcopy documents will be sent by post today to all eligible shareholders who have not
previously registered to receive the Company’s correspondence electronically.
1 BPAY® is registered to BPAY Pty Ltd ABN 69 079 137 518.
Suite 116, Level 1, 165-167 Phillip St, Sydney NSW 2000 | GPO Box 2733, Sydney NSW 2001
+61 (0) 2 8046 2799 | admin@astutemetals.com
www.astutemetals.com
For
further
information
regarding
Astute’s
SPP,
please
https://astutemetals.com/ or email admin@astutemetals.com
visit
the
Company’s
website
Authorisation
This announcement has been authorised for release by Vince Fayad, Company Secretary of Astute.
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More Information
Matt Healy
Executive Director & CEO
mhealy@astutemetals.com
+61 (0) 431 683 952
Nicholas Read
Media & Investor Relations
nicholas@readcorporate.com.au
+61 (0) 419 929 046
Suite 116, Level 1, 165-167 Phillip St, Sydney NSW 2000 | GPO Box 2733, Sydney NSW 2001
+61 (0) 2 8046 2799 | admin@astutemetals.com
www.astutemetals.com
+61 (0) 2 8046 2799
admin@astutemetals.com
www.astutemetals.com
Suite 116 Level 1, 165-167 Phillip St
Sydney NSW 2000
GPO Box 2733, Sydney NSW 2001
4 September 2025
Dear Shareholder,
INVITATION TO PARTICIPATE IN SHARE PURCHASE PLAN
On 31 July 2025, Astute Metals NL (ACN 007 090 904) (Astute or the Company) announced that it has received
firm commitments for a placement of 366,666,667 fully paid ordinary shares in the Company (Shares) at an issue
price of $0.015 per Share to sophisticated, institutional and professional investors, raising approximately $5.5
million (Placement).
The Placement is comprised of two tranches, comprising:
(1)
92,721,038 Shares (Tranche 1 Placement Shares) issued on 8 August 2025 pursuant to the Company’s
available placement capacity under Listing Rule 7.1; and
(2)
273,945,629 Shares (Tranche 2 Placement Shares) which will be issued subject to obtaining Shareholder
approval, including an aggregate of 27,333,333 to Directors, Anthony Leibowitz, Vincent Fayad and
Matthew Healy (or their respective nominees) and 83,333,333 Shares to substantial holder Holdmark
Property Group.
In order to provide Eligible Shareholders (defined below) with the ability to participate in the Company’s capital
raising activities, the Company is pleased to provide details of a Share Purchase Plan (Plan) as announced by
the Company to the ASX on 31 July 2025.
Under the Plan, Eligible Shareholders will have the opportunity to purchase up to $30,000 worth of Shares at an
issue price of ($0.015 per Share), irrespective of the size of their shareholding in Astute, without incurring
brokerage or transaction costs.
The offer under the Plan (Offer) is intending to raise a maximum of $500,000, with the ability for Directors to accept
oversubscriptions, on the terms and conditions contained in this document (Terms and Conditions). The
Company may elect to accept oversubscriptions or alternatively close the Offer early and/or scale back
applications at its absolute discretion.
Shareholders eligible to participate in the Plan
Participation under the Plan is optional and is available exclusively to shareholders of the Company who are
registered as holders of Shares as at 5:00pm (AEST) on Wednesday, 30 July 2025 (Record Date) and whose
registered address is in Australia or New Zealand (Eligible Shareholders).
Share Purchase Plan
The Plan entitles Eligible Shareholders, irrespective of the size of their shareholding in Astute, to purchase up to
$30,000 worth of Shares at an issue price of $0.015 per Share (Price) being the same issue price as the Shares
offered to sophisticated and professional investors under the Placement. The Price represents a discount of
34.50% to $0.0229 (being the volume weighted average market price (VWAP) of the Shares over the last five
trading days on which sales in the Shares were recorded before the day on which the Plan was announced on
31 July 2025.
While the Company intends to raise $500,000 under the Plan, the Company reserves the right to accept
oversubscriptions at its absolute discretion, subject to shareholder demand and compliance with the ASX Listing
Rules. In accordance with the ASX Listing Rules, the maximum number of Shares that can be issued under a share
purchase plan is that amount equal to 30% of the Company’s existing issued share capital. Accordingly, as at
the date of this document the maximum number of Shares which will be issued under this Plan will be 185,444,915
Shares.
In addition, depending on applications received, the Company may, in its absolute discretion, undertake a
scale back so that not more than $500,000 is raised under the Plan. Scale back decisions are made by the Board
and are final.
The Plan will not be underwritten.
The directors of the Company who are Eligible Shareholders may participate under the Plan subject to the Listing
Rules.
An application form for the Plan (Application Form) is available online at https://investor.xcend.app/sha.
Current activities
Details of the Company’s current activities are set out in the announcements made by the Company to the ASX
and are available from the ASX platform (ASX:ASE), or the Company’s website at
https://astutemetals.com/announcements.
Use of funds
The funds raised under the Placement and the Plan will be used to fund the maiden resource of the Red
Mountain Lithium Project, advancement of the Needles Gold Project, and provide working capital and meet
the costs of the Plan.
How much can you invest?
Eligible Shareholders may each apply for a maximum of $30,000 worth of Shares and a minimum of $2,000 worth
of Shares under the Plan.
How to accept the Offer
To apply for Shares under the Plan, please follow the instructions on your personalised Application Form which is
available online at https://investor.xcend.app/sha.
Eligible Shareholders may participate by selecting only one of the following options to purchase Shares under
the Plan:
TOTAL AMOUNT PAYABLE
NUMBER OF SHARES WHICH MAY BE PURCHASED
Offer A
$30,000
2,000,000
Offer B
$25,000
1,666,666
Offer C
$20,000
1,333,333
Offer D
$15,000
1,000,000
Offer E
$10,000
666,666
Offer F
$5,000
333,333
Offer G
$2,000
133,333
The number of Shares to which you are entitled will be calculated by dividing the subscription amount you have
selected by the Price, rounded down.
All payments in accordance with the options set out in your Application Form (Application) must be received
by 5:00pm (AEST) on the Closing Date of Monday, 6 October 2025. If the exact amount of money is not tendered
with your Application, the Company reserves the right to either:
•
•
return your application monies and not issue any Shares to you; or
issue to you the number of Shares that would have been issued had you applied for the highest
designated amount that is less than the amount of your payment and refund the excess application
monies to you by cheque or electronic funds transfer as soon as possible, without interest.
The Company confirms that if the amount to be refunded is less than the issue price of one Share, being $0.015,
it will not be refunded and will be retained by the Company.
Once an Application has been made it cannot be revoked.
Multiple holdings
The maximum investment any Eligible Shareholder may apply for will remain $30,000 even if an Eligible
Shareholder receives more than one Offer (whether in respect of a joint holding or because the Eligible
Shareholder has more than one holding under a separate account). It is the responsibility of the applicant to
ensure that the aggregate of the application amount paid for the Shares the subject of the Application and
any other shares and interests in the class applied for by you under the Plan or any similar arrangement in the 12
months prior to the date of submission does not exceed $30,000.
Custodians and Nominees
Eligible Shareholders who hold Shares as custodian or nominee (Custodian) for one or more persons on the
Record Date (Beneficiary) may apply for up to a maximum amount of $30,000 worth of Shares in respect of each
Beneficiary who is resident in Australia or New Zealand, subject to providing a Custodian Certificate to the
Company, as described in the Terms and Conditions. Please refer to the Terms and Conditions section of this
document below for more details.
Relationship of issue price with market price
On the last trading day immediately prior to the announcement date of the Offer, the closing price of the Shares
traded on ASX was $0.025. The market price of Shares in the Company may rise and fall between the date of
the Offer and the date that any Shares are issued to you pursuant to your Application under the Offer.
By making an Application under the Offer and applying for Shares under the Plan, each Eligible Shareholder will
be acknowledging that although the Price is at a discount, Shares are a speculative investment and the price
of Shares on ASX may change between the date of the Company announcing its intention to make an offer
and the date of issue of Shares under that offer and that the value of the Shares received under the Plan may
rise or fall accordingly.
The Board recommends that you obtain your own financial and taxation advice in relation to the Offer and
consider price movements of Shares in the Company prior to making an Application under the Offer.
Additional information and important dates
The offer of Shares under the Plan is made in accordance with ASIC Corporations (Share and Interest Purchase
Plans) Instrument 2019/547 (ASIC CI 2019/547) and therefore does not require a prospectus for the purposes of
Chapter 6D of the Corporations Act 2001 (Cth) (Corporations Act).
The Offer cannot be transferred, and the Directors of the Company reserve the right in their absolute discretion
to reject, or scale back, on an equitable basis, any Application. Shares issued under the Plan will be issued no
more than five business days after the Closing Date of the Offer. Application for quotation on ASX of the Shares
issued under the Offer will be made immediately following the issue of those Shares.
The maximum amount proposed to be raised under the Offer is $500,000. The Company, however, reserves
absolute discretion regarding the final amount raised under the Offer, subject to the ASX Listing Rules.
In the event of oversubscriptions by the Closing Date the Directors of the Company may, in their absolute
discretion, scale-back applications on an equitable basis. Scale-back for Shares held by Custodians will be
applied at the level of the underlying Beneficiary. The Directors of the Company may also, in their absolute
discretion, decide to increase acceptances in the event of oversubscriptions.
If the Company rejects or scales-back an Application or purported Application, the Company will promptly
return to the applicant the relevant application monies, without interest.
Foreign offer restrictions
This document may not be released or distributed in any country other than Australia and New Zealand. This
document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in any other country.
In particular, any securities described in this document have not been, and will not be, registered under the US
Securities Act of 1933 (as amended) and may not be offered or sold in the United States except in transactions
exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.
New Zealand shareholders
The Shares offered under the Plan are not being offered or sold to the public within New Zealand other than to
existing shareholders of the Company with registered addresses in New Zealand and to whom the Offer is being
made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021 (as amended)
(New Zealand).
This document has not been registered, filed with or approved by any New Zealand regulatory authority under
the Financial Markets Conduct Act 2013 (New Zealand). This document is not an investment statement or
prospectus under New Zealand law and is not required to, and may not, contain all the information that an
investment statement or prospectus under New Zealand law is required to contain.
Shortfall placement
The Company does not intend to place any shortfall under the Offer.
Indicative Timetable
Record Date for Share Purchase Plan
30 July 2025
Announcement of Placement and Share
Purchase Plan and lodgement of Appendix 3B
31 July 2025
Issue of Tranche 1 Placement Shares, lodgement
of Appendix 2A and Cleansing Notice
8 August 2025
Dispatch of Share Purchase Plan Offer Booklet to
Eligible Shareholders and release Share Purchase
Plan Offer Booklet on the ASX platform
4 September 2025
Opening Date for Share Purchase Plan
4 September 2025
General meeting for Tranche 2 Placement Shares
12 September 2025
Issue of new Shares under Tranche 2 of the
Placement, and Appendix 2A and Cleansing
Notice
16 September 2025
Closing Date for Share Purchase Plan
6 October 2025
Announcement of results of Share Purchase Plan
8 October 2025 (before noon (Sydney time)
Issue of new Shares under the Share Purchase
Plan and Tranche 2 of the Placement, and
Appendix 2A and Cleansing Notice
9 October 2025 (before noon (Sydney time))
Note: The above dates are indicative only. The Company may vary the dates and times of the Offer without notice. Accordingly,
Eligible Shareholders are encouraged to submit their Applications as early as possible.
Should you wish to discuss any information contained in this document further, please do not hesitate to contact
the Company Secretary on +61 2 8046 2799 or by email at admin@astutemetals.com.
Yours faithfully
Vince Fayad
Director
Astute Metals NL
Astute Metals NL
ACN 007 090 904
Share Purchase Plan - Terms and Conditions
Purpose
The purpose of the Share Purchase Plan (Plan), which will be conducted following the Placement, is to offer
shareholders of Astute Metals NL (ACN 007 090 904) (Astute or the Company) the opportunity to acquire
additional fully paid ordinary shares in the Company (Shares) up to a maximum of $30,000 worth of Shares (when
combined with any Shares issued under any share purchase plan in the 12 months preceding the date of the
Plan) and a minimum of $2,000 worth of Shares.
The issue price of $0.015 per Share under the Plan represents a 34.50% discount to the volume-weighted average
market price (VWAP) of the Company’s Shares of $0.0229, calculated over the five trading days on which sales
were recorded immediately prior to the Plan’s announcement on 31 July 2025.
The Company is intending to raise $500,000 under the Plan, with the ability to accept oversubscriptions. The
Shares will not attract brokerage costs and will be issued without the need for the Company to issue a
prospectus.
The Plan is governed upon such terms and conditions as the board of directors of the Company, in its absolute
discretion, sees fit.
Not financial advice
This document does not provide financial advice and has been prepared without taking account of any
person’s investment objectives, financial situation or particular needs. You should consider the appropriateness
of participating in the Plan having regard to your investment objectives, financial situation and particular needs.
Shareholders should seek independent financial and taxation advice before making any investment decision
whether to subscribe for Shares under the Plan.
Shareholders eligible to participate
Holders of Shares that are registered with an Australian or New Zealand address at the Record Date are eligible
shareholders (Eligible Shareholders) and may participate in the Plan, unless such registered shareholder holds
Shares on behalf of another person who resides outside Australia or New Zealand. Due to foreign securities laws,
it is not practical for shareholders (or beneficial shareholders) residing in other countries to be offered the
opportunity to participate in the Plan.
Participation in the Plan is optional and subject to these Terms and Conditions. Offers under the Plan are nonrenounceable, meaning Eligible Shareholders cannot transfer their rights to participate to another party. By
applying for and receiving Shares under the Plan, Eligible Shareholders agree to be bound by the Company’s
constitution in respect of those Shares.
An offer under the Plan may, at the discretion of the Directors, be made once in any 12-month period. The
maximum subscription amount for any Eligible Shareholder in any consecutive 12-month period is $30,000. The
Directors of the Company may also determine in their discretion the minimum amount for participation, the
multiple of Shares to be offered under the Plan and the period the offer is available to Eligible Shareholders.
Custodians, trustees and nominees
If you are an Eligible Shareholder and hold Shares as a custodian (as defined in ASIC Corporations (Share and
Interest Purchase Plans) Instrument 2019/547 (ASIC CI 2019/547) (refer below) (Custodian) or in any more specific
ASIC relief granted to the Company in relation to the Plan), you may apply for up to $30,000 worth of new Shares
for each beneficiary for whom you act as custodian provided you complete and submit, together with an
Application, a certificate (Custodian Certificate) with the following information:
(a)
that you held Shares on behalf of:
(i)
one or more other persons that are not custodians; and/or
(ii)
another custodian (Downstream Custodian) that holds beneficial interests in Shares on behalf
of one or more other persons who are resident in Australia or New Zealand, to which those
beneficial interests relate,
(each a Participating Beneficiary) at the Record Date who have subsequently instructed you, and/or
the Downstream Custodian, to apply for Shares under the Plan on their behalf;
(b)
the number of Participating Beneficiaries and their names and addresses;
(c)
the number of Shares that you hold on behalf of each Participating Beneficiary;
(d)
the number or dollar amount of Shares that each Participating Beneficiary has instructed you, either
directly or indirectly through a Downstream Custodian, to apply for on their behalf;
(e)
that the application price for Shares applied under the Offer for each Participating Beneficiary for
whom you act in addition to the application price for any other Shares issued to you as custodian (as
a result of instruction given to you as Custodian or a Downstream Custodian) for that Participating
Beneficiary under any arrangement similar to the Plan in the prior 12 months does not exceed $30,000;
(f)
that a copy of the written Offer document was given to each Participating Beneficiary; and
(g)
where you hold Shares on behalf of a Participating Beneficiary indirectly, through one or more
Downstream Custodians, the name and address of each Downstream Custodian.
For the purposes of ASIC CI 2019/547 you are a ‘Custodian’ if you provide a custodial or depository service in
relation to shares of a body or interests in a registered scheme and you:
(a)
hold an Australian financial services licence covering the provision of a custodial or depository service;
(b)
are exempt from the requirement to hold an Australian financial services licence covering the provision
of a custodial or depository service;
(c)
hold an Australian financial services licence covering the operation of an IDPS or is a responsible entity
of an IDPS-like scheme;
(d)
are a trustee of a self-managed superannuation fund or a superannuation master trust; or
(e)
are a registered holder of shares or interests in the class and are noted on the register of members of
the body or scheme as holding the shares or interests on account of another person.
If you hold Shares as a trustee or nominee for another person or persons but are not a Custodian as defined
above, you cannot participate for beneficiaries in the manner described above. In this case, the rules for
multiple single holdings (above) apply.
Custodians should request a Custodian Certificate when making an Application on behalf of Participating
Beneficiaries. To request a Custodian Certificate and if you would like further information on how to apply, you
should contact the Company’s share registry at any time from 8.30am to 5.00pm (AEST time) Monday to Friday
during the Offer period.
The Company reserves the right to reject any Application to the extent it considers that the Application (whether
alone or in conjunction with other Applications) does not comply with these requirements. The Company
reserves the right to reject Applications in accordance with these Terms and Conditions.
Price of Shares
The issue price of Shares under the Plan has been set to match the issue price of Shares offered under the
Placement.
The issue price of Shares to be issued under the Plan is $0.015 which represents a discount of 34.50% of the volume
weighted average market price for the Shares over the last five trading days on which sales in the Shares were
recorded prior to the date the Plan was announced on 31 July 2025, being $0.0229.
The future market price of the Shares is uncertain and there is a risk that the market price of the Shares may rise
or fall between the date of the Offer and the date when the Shares are issued to applicants under the Plan.
Accordingly, the issue price you pay for Shares under the Plan may either be higher or lower than market price
of the Shares trading on the ASX at the time the Shares are issued to you under the Plan. The market price for
the Shares on the ASX can be obtained from your stockbroker or the ASX’s website.
Applications and notices
At the discretion of the Directors of the Company, the Company will send Eligible Shareholders a letter of offer
and acceptance procedures, inviting them to subscribe for Shares under the Plan, and accompanied by these
Terms and Conditions of the Plan and an Application Form. Applications will not be accepted after the Closing
Date of the Offer being Monday, 6 October 2025. Oversubscriptions to the Offer may be refunded without
interest, if not accepted by the Company.
Notices and statements made by the Company to participants may be given in any manner prescribed by the
Company’s Constitution.
Acknowledgement
By completing an Application and making the associated payment in accordance with the options on your
Application Form, you:
(a)
irrevocably and unconditionally agree to the terms and conditions of the Plan and the terms and
conditions of the Application Form and agree not to do any act or thing that would be contrary to the
spirit, intention or purpose of the Plan;
(b)
warrant that all details and statements in your Application are true and complete and not misleading;
(c)
agree that your Application will be irrevocable and unconditional (that is, it cannot be withdrawn even
if the market price of the Shares is less than the Price);
(d)
warrant that you are an Eligible Shareholder and are eligible to participate in the Plan;
(e)
acknowledge that no interest will be paid on any application monies held pending the issue of Shares
under the Plan or subsequently refunded to you for any reason;
(f)
acknowledge that the Company and its officers and agents, are not liable for any consequences of
the exercise or non-exercise of its discretions referred to in these Terms and Conditions;
(g)
acknowledge and agree that if you are acting as a trustee, nominee or Custodian, each beneficial
holder on whose behalf you are participating is resident in Australia or New Zealand, and you have not
sent these Terms and Conditions, an Offer document, or any materials relating to the Plan, to any
person outside Australia and New Zealand;
(h)
if you are applying on your own behalf (and not as a Custodian), acknowledge and agree that:
(i)
(i)
you are not applying for Shares with an application price of more than $30,000 under the Plan
(including by instructing a Custodian to acquire Shares on your behalf under the Plan); and
(ii)
the total of the application price for the following does not exceed $30,000:
•
the Shares that are subject to this Application;
•
any other Shares issued to you under the Plan or any similar arrangement in the 12
months before the Application (excluding Shares applied for but not issued);
•
any other Shares which you have instructed a Custodian to acquire on your behalf
under the Plan; and
•
any other Shares issued to a Custodian in the 12 months before the Application as a
result of an instruction given by you to the Custodian to apply for Shares on your behalf
under an arrangement similar to the Plan.
if you are a Custodian and are applying on behalf of a Participating Beneficiary on whose behalf you
hold Shares, acknowledge and agree that:
(i)
you are a Custodian (defined above);
(ii)
you hold Shares (directly or indirectly) on behalf of one or more Participating Beneficiaries;
(iii)
you held Shares on behalf of the Participating Beneficiary as at the Record Date who has
instructed you to apply for Shares on their behalf under the Plan;
(iv)
each Participating Beneficiary on whose behalf you are applying for Shares has been given
a copy of this document;
(v)
the application price for the Shares applied for on behalf of the Participating Beneficiary, and
any other Shares applied for on their behalf under a similar arrangement in the previous 12
months (excluding Shares applied for but not issued), does not exceed $30,000; and
(vi)
the information in the Custodian Certificate submitted with your Application is true, correct
and not misleading;
(j)
agree to be bound by the constitution of the Company (as amended from time to time);
(k)
acknowledge that none of the Company, its advisers or agents, has provided you with any financial
product or investment advice or taxation advice in relation to the Plan, or has any obligation to provide
such advice; and
(l)
authorise the Company, and its officers and agents, to correct minor or easily rectified errors in, or
omissions from, your Application including the Application Form and to complete the Application by
the insertion of any missing detail.
Placement of shortfall
The Company does not intend to place any shortfall under the Offer.
Issue of Shares
Shares to be issued under the Plan will be issued as soon as reasonably practicable after the Closing Date and
in any event no more than five business days after the Closing Date.
All Shares issued under the Plan will rank equally in all respects with all other fully paid ordinary shares in the
capital of the Company from the date of issue.
Holding statements or CHESS notification will be issued in respect of all Shares issued under the Plan. The
Company will, promptly after the issue of Shares under the Plan, make an application for those Shares to be
quoted on ASX.
Modification and termination of the Plan
The Company may modify or terminate the Plan at any time. The Company will notify ASX of any modification
to, or termination of, the Plan. The omission to give notice of any modification to, or termination of, the Plan or
the failure of ASX to receive such notice will not invalidate the modification or termination.
Without limiting the above, the Company may issue to any person fewer Shares than the person applied for, or
issue that person no Shares at all, under the Plan if the issue of Shares applied for would contravene any
applicable law, ASIC requirements (including under ASIC CI 2019/547) or policy or any ASX List
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