Communicators

Not for release to US wire services or distribution in the United States

21 July 2020

Dear Shareholder

The Company is pleased to offer Eligible Shareholders the opportunity to participate in the Company's share purchase plan (Offer). The Offer will give Eligible Shareholders the opportunity to apply for up to A$30,000 worth of New Shares at an issue price of A$0.25 for each New Share (Issue Price) without incurring brokerage or other transaction costs.

The Issue Price represents a discount of 25% to the closing price of Shares on ASX immediately prior to 21 July 2020 (being the date on which the Company announced the Offer).

The Company intends to raise A$4 million (approximately €2.5 million) from Eligible Shareholders and intends to use the proceeds of the Offer for working capital requirements and business development opportunities following the announcement on 1 July 2020 that the Company has secured funding for A$18 million (US$12.3 million) to pursue an arbitration claim against the Republic of Poland for breaches of the Australian – Poland Bilateral Investment Treaty (BIT) and the UK – Poland Energy Charter Treaty (ECT).

The Company intends to raise the full A$4 million from the Offer. However, the Company reserves absolute discretion regarding the final amount raised under the Offer. If the Company receives applications in excess of $4 million, the Company reserves the right to accept oversubscriptions (subject to compliance with ASX Listing Rules and the Corporations Act) in its absolute and sole discretion. However, the Offer to investors in the European Union will not be increased in excess of €2.5 million. The Company also reserves the right to close the Offer early and scale back applications in its absolute and sole discretion.

Participation in the Offer is optional. The issue of New Shares is expected to take place on or around 21 August 2020.

Participation and important dates in relation to the Offer

The Offer is offered exclusively to all Eligible Shareholders (including Custodians), being registered holders of Shares as at 5.00pm (Perth time) on 20 July 2020 (Record Date) with a registered address in Australia, New Zealand, the United Kingdom, Germany or Poland, and not resident or located in the United States or any other jurisdiction in or into which an offer of New Shares would be unlawful, who meet certain other conditions as expressly prescribed in the Terms & Conditions (Eligible Shareholders). Shareholders with a registered address in Poland should refer to the Polish Information Memorandum for information on the offer of New Shares in Poland.

The Offer opens on 23 July 2020 and closes at 5:00pm (Perth time) on 14 August 2020.

The Company will not accept any late applications. However, the Directors reserve their right, subject to the Corporations Act and the ASX Listing Rules, to vary the closing date without prior notice, including closing the Offer early. Accordingly, the Directors encourage any Eligible Shareholders (including Custodians) wishing to participate in the Offer to lodge their Application Forms and/or remit their Application Monies as soon as possible. If the closing date is varied, subsequent dates may also be varied accordingly. 

Subject to ASX Listing Rule 10.12 (Exception 4) being satisfied at the date of the issue of the New Shares, Directors who are Eligible Shareholders may participate in the Offer (without having to obtain prior Shareholder approval) on the same terms as all other Eligible Shareholders. Directors may apply to subscribe for up to the maximum number of New Shares permitted by the Terms & Conditions.

Offer

The Offer provides Eligible Shareholders with an opportunity to acquire a parcel of New Shares in the Company. Shareholders may apply for New Shares in the following amounts:

*Euros shown for information purposes only – using an FX rate of A$1:€0.61 as at 20 July 2020. Eligible Shareholders applying for New Shares must pay all Application Monies in Australian dollars.

The Company will not issue any fraction of New Shares. Eligible Shareholders applying for New Shares must pay all Application Monies in Australian dollars.

In its absolute and sole discretion, the Company reserves the right to accept oversubscriptions (subject to compliance with ASX Listing Rules and the Corporations Act) and issue more New Shares than initially announced. However, the Offer to investors in the European Union will not be increased in excess of €1.0 million. The Company also reserves its right to issue fewer New Shares than an Eligible Shareholder applies for under the Offer or none at all and its right to scale back applications in such manner as the Directors see fit. Any determination by the Directors in respect of any oversubscription or scaling back or refusal of any application will be final. If a scale back occurs or the Company refuses an application, the Company will refund any excess Application Monies to the relevant Eligible Shareholders in full (in A$ and without interest).

The Offer is not underwritten.

Pricing

The Issue Price of each New Share will be A$0.25.

The market price of the Shares may rise or fall between the date of this document and the date that the Company issues New Shares to you under the Offer. This means that the price at which the Company issues New Shares to you may be greater or less than the prevailing market price of the Shares at the date of this document. Further, the Issue Price may exceed the price at which you would be able to buy Shares on the market at the same time that the Company issues New Shares to you under the Offer. We recommend that you seek financial advice from a suitably qualified adviser before you decide to participate in the Offer.

Shareholder approval

The Company will issue the New Shares pursuant to ASX Listing Rule 7.2 (Exception 5). Accordingly, Shareholder approval is not required for the issue of the New Shares under the Offer.

If required, the Company may either accept oversubscriptions or they may scale back applications in such manner as the Directors see fit.

Application procedure

To apply for New Shares under the Offer, Eligible Shareholders may either:

-          pay directly via BPAY® on the internet or by phone banking (for Shareholders with an eligible Australian bank account only); or

-          complete and return their enclosed Application Form in accordance with the details on the form, together with a cheque, bank draft or money order drawn on an Australian bank in Australian dollars.

The Share Registry must receive Application Forms or the Company must receive BPAY® payments by no later than 5:00pm (Perth time) on 14 August 2020. 

Terms & Conditions

Full details of the Offer are outlined in the attached Terms & Conditions. Before you decide whether to participate in the Offer, please read the Terms & Conditions carefully, as you will be bound by them.

If you have any questions in respect of the Offer, please contact the Company Secretary, Dylan Browne, by telephone on +61 8 9322 6322 or by email at info@pdz.com.au, Computershare on 1300 850 505 (callers inside Australia) or +61 3 9415 4000 (callers outside Australia) or consult with your professional or financial adviser.

Polish Information Memorandum

This document does not constitute a basis for conducting any offer of the New Shares in Poland nor shall be relied upon by any investor in Poland. For information on the offer of the New Shares in Poland investors should refer to the Polish Information Memorandum. A copy of the Polish Information Memorandum (and its English translation) will be made available on the Company’s website www.pdz.com.au and on the Company’s ASX announcements platform in due course. The Polish Information Memorandum contains a summary of risk factors relating to the Company. Potential investors should consider these risk factors in addition to the public available information in relation to the Company.

Prairie Mining Limited

LSE / ASX / GPW:  PDZ

ABN: 23 008 677 852

www.pdz.com.au

LONDON Unit 3C, 38 Jermyn Street | London | SWY1 6DN |   T: +44 207 478 3900

PERTH Level 9, BGC Centre, 28 The Esplanade Perth, WA 6000   | T: +61 8 9322 6322   |   F: +61 8 9322 6558

WARSAW Wiejska 17/11 | Warsaw | 00-480

Link to the original release: https://www.asx.com.au/asxpdf/20200721/pdf/44kpn82t4845lv.pdf