Asipac’s Underwriting May Boost Voting Power to 45% in Terramin
Terramin Australia Limited has announced a pro-rata non-renounceable rights issue to raise approximately $38.3 million, partially underwritten by major shareholder Asipac Group Ltd. The capital raise aims to fund key project developments and repay debt, while potentially diluting existing shareholders and increasing Asipac’s voting power.
- Rights issue to raise $38.3 million at $0.038 per share on a 1-for-2.1 basis
- Major shareholder Asipac to underwrite up to $15 million of shortfall via debt conversion
- Funds allocated to debt repayment, Tala Hamza Zinc Project, Bird Hand Gold, Kapunda Copper, and exploration
- Offer closes 27 November 2025; shortfall offer closes 11 December 2025
- Potential shareholder dilution of 32.26% and Asipac voting power increase up to 45%
Capital Raise Details
Terramin Australia Limited (ASX, TZN) has launched a significant pro-rata non-renounceable rights issue, offering approximately 1.01 billion new shares at 3.8 cents each. The offer is structured on a basis of one new share for every 2.1 shares held as at the record date, aiming to raise around $38.3 million before costs. The rights issue is partially underwritten by Asipac Group Ltd, Terramin’s major shareholder, which has committed to take up to $15 million of any shortfall by converting debt owed to it.
Use of Proceeds and Strategic Focus
The funds raised will primarily be allocated to partially repay loans owed to Asipac, advancing the development of the Tala Hamza Zinc Project in Algeria, covering legal and holding costs for the Bird Hand Gold Project, and progressing the Kapunda Copper Project in South Australia. Additional capital will support exploration activities both in Australia and Algeria, alongside general working capital needs. This capital injection is critical for Terramin to maintain momentum on its key projects and manage its debt profile.
Shareholder Impact and Control Dynamics
The rights issue will dilute existing shareholders by approximately 32.26% if they do not fully participate. Asipac’s underwriting commitment could increase its voting power from the current 39.09% to a maximum of 45%, subject to ASX shareholding caps. The company’s Independent Board Committee has outlined allocation policies for shortfall shares to balance existing shareholder interests and new investor participation, aiming to mitigate excessive concentration of control.
Risks and Market Considerations
Terramin highlights several risks, including political and operational risks associated with its Algerian projects, the speculative nature of exploration activities, commodity price volatility, and the company’s current going concern status due to its debt levels. The company’s ability to secure further funding beyond this raise remains uncertain, which could impact project timelines and operational scale. Investors are cautioned to consider these factors carefully and seek professional advice.
Outlook and Next Steps
The offer closes on 27 November 2025, with the shortfall offer closing on 11 December 2025. Terramin’s progress in subscription levels and the allocation of shortfall shares will be closely watched by the market, as will updates on project developments and the outcome of a pending legal appeal related to the Bird Hand Gold Project. The capital raise represents a pivotal moment for Terramin’s financial restructuring and project advancement strategy.
Bottom Line?
Terramin’s rights issue marks a critical juncture, balancing urgent funding needs against shareholder dilution and control shifts.
Questions in the middle?
- Will the rights issue fully subscribe, or will Asipac’s underwriting significantly increase its stake?
- How will the political environment in Algeria impact the development timeline of the Tala Hamza Zinc Project?
- What is the expected timeline and potential impact of the Australian Court of Appeal decision on the Bird Hand Gold Project?
