APC Minerals Targets $1.38M Capital Raise at $0.004 per Share in Fully Underwritten Offer

Overview of the Offer

APC Minerals Limited (ASX, APC), a mineral exploration company, has announced a pro-rata renounceable entitlement offer to raise up to approximately $1.38 million. Eligible shareholders can subscribe for thirteen new shares for every eleven shares they currently hold at an issue price of $0.004 per share. The offer opens on 12 December 2025 and closes on 8 January 2026, with the entitlement trading period running from 8 December to 31 December 2025.

The offer is fully underwritten by Yelverton Capital Pty Ltd, providing a degree of certainty that the capital raising will be successful. This underwriting arrangement includes fees and options issued to the underwriter, subject to shareholder approval.

Use of Funds and Strategic Intent

Funds raised from the entitlement offer, combined with a recent placement of $116,000, will be directed primarily towards advancing APC Minerals' existing exploration projects, including the LDG, LWG, and WAR projects. Approximately 34% of the funds will support exploration activities, while nearly 58% will bolster working capital to sustain ongoing operations and potential new opportunities. The company has emphasized that these allocations may shift depending on operational needs and market conditions.

Shareholder Impact and Dilution

Shareholders who choose not to participate in the offer face a dilution of their holdings by approximately 54.17%. The renounceable nature of the offer allows shareholders to sell or transfer their entitlements, providing flexibility to realise value or increase their stake through the shortfall offer. The company has also included a shortfall facility enabling shareholders to apply for additional shares beyond their entitlement, subject to board discretion and regulatory limits.

Risks and Regulatory Considerations

The offer document outlines a comprehensive set of risk factors, highlighting the speculative nature of investing in mineral exploration. Key risks include the potential termination of the underwriting agreement, exploration uncertainties, regulatory and environmental compliance, and the company’s ongoing need for additional capital. APC Minerals cautions investors to carefully consider these risks and consult professional advisers before participating.

Additionally, the offer complies with ASX Listing Rules and Australian securities laws, with the company excluding overseas shareholders in jurisdictions where the offer would be unlawful or impractical. The company also addresses potential control effects and has structured the offer to mitigate unacceptable control shifts, consistent with Takeovers Panel Guidance Note 17.

Looking Ahead

APC Minerals’ entitlement offer represents a critical step in securing funding to advance its exploration ambitions amid a challenging market environment. The success of the offer and subsequent capital deployment will be closely watched by investors, as the company seeks to unlock value from its mineral assets while managing dilution and market risks.