14 Jan

Pre-Reinstatement Disclosure

ASX ANNOUNCEMENT 14 January 2022 PRE - QUOTATION DISCLOSURE Odessa Minerals Limited (ASX: ODE ) (formerly "Fargo Enterprises Limited") ( Company ) makes the following pre - quotation disclosures. Capitalised terms not defined have the meaning given in the Company's prospectus dated 18 November 2021 ( Prospectus ). 1 I ssue of securities The Company confirms the issue of: (a) 300,000,000 Shares at an issue price of $0.0 2 each under the Public Offer; (b) 196,322 ,384 Shares to the shareholders of Odessa Australia Pty Ltd (formerly "Odessa Minerals Limited") ( Odessa ) (or their nominees) and 98,161,192 Options exercisable at $0.04 each on or before 11 January 2026 to the option holders of Odessa (or their nominees) under the Consideration Offer; (c) 32,500,000 Options exercisable at $0.04 each on or before 11 January 2026 to Mr Zane Lewis, Mr Alistair Stephens, Dr Darren Holden and Ms Lisa Wells (or their nominees) under the KMP Offer; and (d) 20,000,000 Options exercisable at $0.04 each on or before 11 January 2026 to Pursuit Capital Pty Ltd (or its nominees) under the Lead Manager Offer . 2 Pro forma statement of financial position An updated pro - forma statement of financial position based on the actual amount of funds raised under the Prospectus ($ 6 million ) is set out in Schedule 1 . 3 S tatement of commitments An updated statement of commitments based on th e actual amount of funds raised under the Prospectus ($ 6 million ) is set out below: Year 1 ($) Year 2 ($) Total ($) Exploration expenditure – EL 80/5027 (Aries) 885,000 1,598,000 2,483,000 Exploration expenditure – EL 04/2364 (Calwynyardah) 282,000 645,000 927,000 Acquisition assessment 400,000 700,000 1,100,000 General administration fees and working capital 664,000 645,000 1,309,000 Estimated expenses of the Public Offer 581,000 - 581,000 Total 2,812,000 3,588,000 6,400,000 4 Restricted securities The Company confirms the following securities will be subject to restrictions pursuant to the ASX Listing Rules for the period outlined below: Security Number Restriction Period Shares 96,170,712 24 months from the date of official quotation Shares 100,151,672 12 months from the date of issue (until 11 January 2023 ) Options exercisable at $0.04 each on or before 11 January 2026 100,585,352 24 months from the date of official quotation Options exercisable at $0.04 each on or before 11 January 2026 50,075,840 12 months from the date of issue ( until 11 January 2023 ) 5 Capital structure The Company's capital structure at the date of re - admission is: Security Number Shares 733,473,492 Options 1 153,212,100 Notes: 1. Comprising: (a) 150,661,192 unquoted Options exercisable at $0.04 each on or before 11 January 2026 ; (b) 823,07 2 unquoted Options exercisable at $0.20 each on or before 22 May 2022; (c) 130,000 unquoted Options exercisable at $0.20 each on or before 22 March 2023; (d) 797,836 unquoted Options exercisable at $0.04 each on or before 28 February 2022; and (e) 800,000 unquoted Options exercisable at $0.035 each on or before 11 July 2022 . 6 Co mpletion of agreements The Company confirms : (a) satisfaction of all conditions precedent (not waived) under the terms sheet between the Company, Odessa and certain key shareholders of Odessa designated as majority shareholders ( Terms Sheet ) ; (b) completion of : (i) the Terms Sheet ; (ii) each Minority Shareholder Agreement between the minority shareholders of Odessa, the Company and Odessa; and (iii) each Option Cancellation Deed between the option holders of Odessa, the Company and Odessa ; and (c) the issue of the Consideration Shares to the shareholders of Odessa and the Consideration Options to the option holders of Odessa (or their respective nominees) under the Consideration Offer. 7 No legal impediments The Company confirms that there are no legal, regulatory, statutory or contractual impediments to the Company entering its tenements in ord er to carry out its exploration activities, such that the Company will be able to spend its cash in accordance with the Company's commitments for the purpose of Listing Rule 1.3.2(b). 8 ASX Listing Rule Waivers The terms and conditions of the waivers granted by ASX to the Company from Listing Rules 1.1 Condition 12 , 2.1 Condition 2 and 10.13.5 are set out in Schedule 2 . This announcement is approved for release by the Board of the Company. Schedule 1 - Pro forma statement of financial position Odessa Minerals Limited (formerly 'Fargo Enterprises Limited') Odessa Australia Pty Ltd (formerly 'Odessa Minerals Limited') Subsequent Events Pro forma Adjustments Total Pro forma Adjustments 30 June 2021 30 June 2021 $ $ $ $ $ ASSETS Current Assets Cash and cash equivalents 649,519 216,971 (633,490) 5,418,924 5,651,924 Trade and other receivables 20,103 - 500,000 - 520,103 Other current assets 6,795 5,827 - - 12,622 Asset held for sale 49,434 - (49,434) - - Total current assets 725,851 222,798 (182,924) 5,418,924 6,184,649 Non - current assets Trade and other receivables - - 200,000 - 200,000 Exploration asset - 152,350 - - 152,350 Plant and equipment 7,650 - - - 7,650 Total non - current assets 7,650 152,350 200,000 - 360,000 Total Assets 733,501 375,148 17,076 5,418,924 6,544,649 LIABILITIES Current liabilities Trade and other payables 50,003 97,136 - - 147,139 Borrowings - 104,400 - - 104,400 Liabilities classified as held for sale 23,061 - (23,061) - - Total current liabilities 73,064 201,536 (23,061) - 251,539 Total Liabilities 73,064 201,536 (23,061) - 251,539 Net Assets/(Liabilities) 660,437 173,612 40,137 5,418,924 6,293,110 Notes : 1 The cash and cash equivalents balance above does not account for working capital movements from the date of the Prospectus un til the date of reinstatement. 2 The pro forma Statement of Financial Position is to be read in conjunction with the financial information contained in Section 5 of the Prospectus , and the Independent Limited Assurance Report set out in Schedule 1 of the Prospectus. EQUITY Issued Capital 34,997,148 217,489 - (24,842,389) 10,372,248 Reserves 259,995 - (259,995) 599,203 599,203 Accumulated Losses (34,596,706) (43, 877 ) 300,132 29,662,110 (4,678,341) Total equity/(deficiency) 660,437 173,612 40,137 5,418,924 6,293,110 Schedule 2 – Terms and conditions of ASX Listing Rule waivers Waiver Decision - Listing Rule 1.1 Condition 12 1. Based solely on the information provided, ASX Limited (‘ASX’) grants Fargo Enterprises Limited (the ‘Company’) in connectio n with the acquisition of 100% of the issued capital in Odessa Minerals Limited (‘Odessa’) (the ‘Proposed Acquisition’) and a proposed capital raising via a public offer at AUD$0.02 per fully paid ordinary share to raise a minimum of $5,000,000 and up to $ 8,000,000 on a post - consolidation basis (‘Capital Raising) (together the ‘Proposed Transaction’), a waiver from Listing Rule 1.1 condition 12 to the extent necessary to permit the Company to issue up to 98,161,192 options to the option holders of Odessa (‘ Odessa Option Holders’) exercisable at $0.04 and with an expiry date of 4 years from the date of issue (the ‘Consideration Options’), 20,000,000 options to Pursuit Capital Pty Ltd (the ‘Lead Manager’) exercisable at $0.04 with an expiry date of 4 years fro m the date of issue (the ‘Lead Manager Options’) and 7,500,000 options to Mr Zane Lewis, 7,500,000 options to Dr Darren Holden and 7,500,000 options to Ms Lisa Wells (a total of 22,500,000) with an exercise price of $0.04 and expiring 4 years form the date of issue (the ‘Incentive Options’), (together the ‘Transaction Options’) subject to the following conditions: 1.1 The exercise price of the Transaction options is not less than $0.02; 1.2 The terms of this waiver are disclosed to the market and, along with the terms and conditions of the Consideration Options, the Lead Manager Options and the Incentive Options, are clearly disclosed in the notice of meeting pursuant to which the Company will seek approval required under Listing Rule 11.1.2 for the Proposed Transaction and in the prospectus to be issued in respect of the Capital Raising; and 1.3 The Company’s shareholders approve the issue of the Transaction Options in conjunction with t he approval obtained under Listing Rule 11.1.2 for the Proposed Transaction. 2. ASX has considered Listing Rule 1.1 condition 12 only and makes no statement as to the Company’s compliance with other listing rules. Waiver Decision – Listing Rule 2.1 Con dition 2 1. Based solely on the information provided, ASX Limited (‘ASX’) grants Fargo Enterprises Limited (the ‘Company’) in connection with the acquisition of 100% of the issued capital in Odessa Minerals Limited (‘Odessa’) (the ‘Proposed Acquisition’) and a proposed capital raising via a public offer at AUD$0.02 per fully paid ordinary share to raise a minimum of $5,000,000 and up to $8,000,000 on a post - consolidation basis (‘Capital Raising) (together the ‘Proposed Transaction’), a waiver from Listing Rule 2.1 condition 2 to the extent necessary to permit the Company to issue ordinary shares at an issue price of $0.02 (‘Capital Raising Shares’), subject to the following conditions: 1.1 The issue price of the Capital Raising Shares is not less than AUD$ 0.02 per share; 1.2 The terms of this waiver are disclosed to the market and, along with the terms and conditions of the Capital Raising Shares, are clearly disclosed in the notice of meeting pursuant to which the Company will seek the approval required u nder Listing Rule 11.1.2 for the Proposed Acquisition and in the prospectus to be issued in respect of the Capital Raising; 1.3 The Company’s shareholders approve the issue price of the Capital Raising Shares in conjunction with the approval obtained unde r Listing Rule 11.1.2 in respect of the Proposed Transaction; and 1.4 The Company completes a consolidation of its capital structure in conjunction with the Proposed Acquisition such that its securities are consolidated at a ratio that will be sufficient, based on the lowest price at which the Company’s securities traded over the 20 trading days preceding the date of the suspension of the Company’s securities from official quotation, to achieve a market value for its securities of not less than the offer p rice. 2. ASX has considered Listing Rule2.1 condition 2 only and makes no statement as to the Company’s compliance with other listing rules Waiver Decision – Listing Rule 10.13.5 1. Based solely on the information provided, ASX Limited (‘ASX’) grants F argo Enterprises Limited (the ‘Company’) a waiver from listing rule 10.13.5 to the extent necessary to permit the Company’s notice of meeting (‘Notice’), seeking shareholder approval for the issue of: 1.1 7,000,000 shares to Mr Zane Lewis and Ms Lisa Wells (or their respective nominees) (the ‘Related Party Shares’) in connection with a proposed capital raising via a public offer at $0.02 per fully paid ordinary shares to raise a minimum of $5,000,000 and a maximum of $8,000,000 (‘Capital Raising’); and 1.2 A total of 22,500,000 options to be issued to Mr Zane Lewis (7,500,000), Dr Darren Holden (7,500,000), and Ms Lisa Wells (7,500,000) (the ‘Incentive Options’), not to state that the date by which the Company will issue the Related Party Shares and t he Incentive Options will be no later than one month after the general meeting, on the following conditions: 1.2.1 The Notice must state that the Related Party Shares and the Incentive Options will be issued no later than three months after the date of th e general meeting. 1.2.2 For any annual reporting period during which any of the Related Party Shares and the Incentive options are issued or remain to be issued, the Company’s annual report must set out in detail the number of Related Party Shares and In centive Options issued in that annual reporting period, the number of Related Party Shares and the Incentive Options that remain to be issued, and the basis on which the Related Party Shares and the Incentive Options may be issued. 1.2.3 In any half year or quarterly report for the period during which any of Related Party Shares and the Incentive Options have been issued or remain to be issued, the Company must include a summary statement of the number of Related Party Shares and the Incentive Options issu ed during the reporting period, and the number of Related Party Shares and the Incentive Options that remain to be issued and the basis on which the Related Party hares and the Incentive Options may be issued. 1.2.4 The terms of the waiver are included in the Notice. 2. ASX has considered Listing Rule 10.13.5 only and makes no statement as to the Company’s compliance with other Listing Rules. Waiver Decision – Listing Rule 1.1 Condition 12 1. Based solely on the information provided, ASX Limited (‘ASX’) grants Fargo Enterprises Limited (the ‘Company’) in connection with the acquisition of 100% of the issued capital in Odessa Minerals Limited (‘Odessa’) (the ‘Proposed Acquisition’) and a proposed capital raising via a public offer at AUD$0.02 per fully pai d ordinary share to raise a minimum of $5,000,000 and up to $8,000,000 on a post - consolidation basis (‘Capital Raising) (together the ‘Proposed Transaction’), a waiver from Listing Rule 1.1 condition 12 to the extent necessary to permit the Company to issu e up 10,000,000 options to Mr Alistair Stephens (‘CEO Options’) exercisable at $0.04 and expiring 4 years form the date of issue, subject to the following conditions: 1.1 The exercise price of the CEO Options is not less than $0.02; 1.2 The terms of this w aiver are disclosed to the market and, along with the terms and conditions of the CEO Options, are clearly disclosed in the notice of meeting pursuant to which the Company will seek approval required under Listing Rule 11.1.2 for the Proposed Transaction a nd in the prospectus to be issued in respect of the Capital Raising; and 1.3 The Company’s shareholders approve the issue of the CEO Options in conjunction with the approval obtained under Listing Rule 11.1.2 for the Proposed Transaction. 2. ASX has consid ered Listing Rule 1.1 condition 12 only and makes no statement as to the Company’s compliance with other listing rules
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