Panoramic Resources Limited (ASX: PAN, 'Panoramic' or 'Company') is offering eligible shareholders the opportunity to acquire New Shares through a conditionally underwritten accelerated pro-rata non-renounceable entitlement issue of 1 new Panoramic share ('New Share') for every 6 existing Panoramic shares held by eligible shareholders on the Record Date, which under the indicative timetable is 4.00pm (Perth time) on Monday, 9 December 2019, at an issue price of $0.30 per New Share ('Offer Price') to raise approximately $31 million (after costs) ('Entitlement Offer').

The Offer Price represents: a discount of 16.7% to the closing price of $0.36 on 4 December 2019; a discount of 22.3% to the 10 day VWAP up to and including 4 December 2019 of $0.39; a discount of 14.6% to the theoretical ex-rights price ('TERP') of $0.35 and a discount of 32.5% to the implied offer price of $0.44 per share under the takeover bid announced by Independence Group NL (ASX:IGO, 'IGO') on 4 November 2019 ('IGO Takeover Offer')

Capital Raising Rationale

As foreshadowed in its announcement dated 25 November 2019, as a result of the updated FY2020 production guidance and factoring in the softening in the US$ nickel price since the end of the September 2019 quarter, the Company has undertaken a reforecasting of its cash flows and determined it needed short term funding of $30 million (after costs). After extensive review, the Company has determined this is best achieved through the Entitlement Offer. The Entitlement Offer will provide all eligible shareholders with the opportunity to participate and retain exposure to the Company's 100% owned Savannah Project as well as its portfolio of PGM assets and other listed investments.

There is no certainty the IGO Takeover Offer will extend to New Shares issued under the Entitlement Offer.

Use of Funds

The proceeds of the Capital Raising will be used to provide working capital for the following: Repayment (via set off from Zeta's participation in the Offer) of the $10.5 million bridging loan from Zeta Resources Limited; Set up of paste fill infrastructure underground and decoupling the paste plant on the surface; Continuing development and mining of the Savannah North orebody; General operating costs associated with the Savannah Project; Diamond drilling targeting the upper north crown of Savannah North; Pay fees in respect of the Offer and the IGO Takeover Offer and any alternative proposal from a third party and General corporate purposes.

Conditional underwriting

The Entitlement Offer is conditionally underwritten by Morgans Corporate Limited ('Morgans') on the terms and conditions of a Conditional Underwriting Agreement with the Company. The issue of New Shares to Morgans or sub-underwriters will, if required, be subject to Panoramic shareholder approval by 17 January 2020. Shareholder approval will not be required if Panoramic obtains a waiver of Listing Rule 7.9 from ASX for the issue of shares in these circumstances, IGO consents to the Entitlement Offer4 or IGO withdraws the IGO Takeover Offer.

Zeta Resources Limited (Zeta), the largest shareholder in the Company, has voting power of 35.17% of the Company as at the date of this announcement.5 Zeta has committed to take up the whole of its pro rata entitlement under the Entitlement Offer totaling 38,351,088 New Shares with a value of approximately $11.5 million.

If Zeta takes up its full Entitlement commitment, following completion of the Offer and based on Zeta's last public disclosure of its interest in Panoramic, Zeta's voting power in the Company will be 35.17% (being its voting power as at the date of this announcement).

Contact:

Victor Rajasooriar

Tel: +61 8 6266 8600

(C) 2019 Electronic News Publishing, source ENP Newswire