Share Purchase Plan to raise approximately $3 million
Released
Released
Announcement PDF
Andromeda Metals Limited | 1
Share Purchase Plan to raise approximately $3 million
Key Highlights:
• Share Purchase Plan to raise approximately $3 million
• Funding to support advancement of the Company’s critical minerals HPA Project
through completion of a Pre-Feasibility Study
• Progression of HPA expected to further demonstrate project value, broaden strategic
options and enhance long-term shareholder value
Andromeda Metals Limited (ASX: ADN) (Andromeda, the Company) is pleased to offer all existing eligible
shareholders on the Company’s share register at 7pm (Sydney time) on 11 August 2026 with registered
addresses in Australia, New Zealand or Luxembourg the opportunity to apply for Shares by participating in
Andromeda’s share purchase plan (SPP).
The SPP will give all Eligible Shareholders an opportunity to apply for up to A$30,000 worth of new Shares at
a price of $0.0059 per Share (Purchase Price) which is approximately a 15% discount to the volume
weighted average market price for Shares calculated over the last 5 days on which sales in the Shares
were recorded prior to the date on which the SPP was announced, being $0.0069.
The SPP is targeting approximately $3 million (before costs) with the ability for the Company to accept over
subscriptions at its discretion.
It is not anticipated that the SPP will have a material impact on the control of the Company.
The application for new Shares under the SPP will be capped at a maximum of $30,000 per eligible
shareholder, across all of their holdings, when aggregated with any application under the Share Purchase
Plan that closed in November 2025 (2025 SPP).
The terms and conditions of the SPP will be set out in an Offer Booklet released to ASX by way of a separate
announcement on 17 August 2026. Participation in the SPP is optional and the Company reserves the right
to scale back any applications or accept a higher amount than the target amount (subject to the ASX
Listing Rules and ASIC Regulatory Guide 125).
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Andromeda Metals Limited ASX: ADN
ASX Announcement
10/431 King William Street
Adelaide, SA 5000
Tel:+61 8 7089 9800
ir@andromet.com.au
12 August 2026
ABN
75 061 503 375
Andromeda Metals Limited | 2
Purpose of Use of Funds
The Funds raised will be applied towards:
• the advancement of the Company’s High Purity Alumina (HPA) Project, including completion of a
Pre-feasibility study (PFS); and
• for general working capital and costs of the capital raise.
The HPA Project has now progressed from laboratory-scale validation to pilot-scale testwork, with pilot plant
commissioning complete and optimisation activities underway. The Company expects to produce
commercial 4N HPA samples for evaluation by prospective customers during 2H CY2026, representing an
important step in advancing customer engagement and commercialisation activities.
While continuing to pursue pathways to unlock value for the Great White Project, the Board believes it is
important to maintain momentum on this high-value growth opportunity. Funds raised under the SPP will
support completion of the HPA Pre-Feasibility Study and the technical and engineering work required to
progress the HPA Project through its next phase of development and commercialisation, as well as
evaluation of co-products and for working capital.
If the full amount sought under the SPP is not raised, the Board may, in its discretion, reduce or reprioritise
the uses of funds described above and/or consider alternative funding arrangements.
ASX Waiver Applications
Andromeda completed the 2025 SPP in reliance upon Exception 5 of ASX Listing Rule 7.2 and Exception 4
of ASX Listing Rule 10.12, raising approximately $996,000.
Exception 5 of Listing Rule 7.2 and Exception 4 of Listing Rule 10.12 enables a listed company to undertake
a share purchase plan in accordance with ASIC Corporations (Share and Interest Purchase Plans)
Instrument 2019/547 (Instrument 19/547), without deducting from its placement capacity under ASX Listing
Rule 7.1 or seeking shareholder approval on the following conditions:
(a) the number of shares to be issued under the share purchase plan does not exceed 30% of the number
of shares already on issue;
(b) the issue price of shares to be issued under the share purchase plan is at least 80% of the volume
weighted average market price for shares calculated over the last 5 days on which sales in the shares
were recorded; and
(c) the exception is relied upon by the listed company only once in any 12 month period.
Andromeda has applied for:
1. a waiver from Listing Rule 7.1 so that Shares issued under the SPP are not counted towards the
Company's placement capacity, on the basis that the SPP has the benefit of Exception 5 to Listing
Rule 7.2 (which would allow Andromeda to issue up to 1,088,088,572 Shares under the SPP); and
2. a waiver under Exception 4 of Listing Rule 10.12 to permit Directors and related parties to
participate in the SPP, notwithstanding that this is the second time in a 12 month period that
Andromeda has conducted a SPP, without obtaining shareholder approval,
Andromeda Metals Limited | 3
subject to the following conditions:
(a) the total number of Shares to be issued under the SPP and the 2025 SPP is not greater than 30%
of the number of Shares already on issue as at the record date of the 2025 SPP;
(b) the issue price of the Shares under the SPP will not be less than 80% of the Company’s volume
weighted average market price over the last 5 days on which trades were recorded, either
before the date on which the SPP was announced or before the day on which the issue was
made under the SPP;
(c) each shareholder will not be able to apply for more than $30,000 worth of Shares across the 2025
SPP and this SPP. Any application that would result in a holder exceeding this cap will be scaled
back or rejected accordingly;
(d) in conducting the SPP, the Company complies with ASIC Instrument 19/547; and
(e) the Company releases an announcement to ASX that discloses the nature and effect of the
waivers and the Company’s reasons for seeking the waivers, not later than the next business day
after ASX communicates to the Company that the waivers have been granted.
The effect of these waivers, if granted, will be to allow the current SPP to be undertaken with the benefit of
exceptions to Listing Rule 7.2 and 10.12 notwithstanding that it is the second SPP undertaken by Andromeda
within 12 months.
If the waivers are not granted, the number of Shares that may be issued under the SPP will be capped at
the Company’s 15% placement capacity (namely, 693,544,715) under Listing Rule 7.1, and Directors and
related parties will be unable to participate in the SPP, unless shareholder approval is obtained.
The Company will advise the market of the outcome of the waiver application when received.
Sarah Clarke, Andromeda’s Acting Chief Executive Officer said:
“The HPA Project represents a significant value-enhancement opportunity for Andromeda shareholders.
“This capital raising will allow Andromeda to progress the project through to completion of a Pre-Feasibility
Study, which is the next milestone in commercialisation, building on the successful commissioning of the
pilot plant and further advancing this critical minerals opportunity.”
Capital Structure
The capital structure of the Company on successful completion of the SPP is expected to be as follows:
Number of
Shares
Number of Quoted Options Number of
Unquoted Options
Number of
Performance
Rights
As at the date
of this
announcement
4,623,631,438
338,380,054 exercisable at
$0.0175 expiring 30 Sep 27
62,583,133 26,853,300
293,461,554 exercisable at
$0.0195 expiring 2 July 2027
Andromeda Metals Limited | 4
493,445,823 exercisable at
$0.026 expiring 11 Dec 2027
To be issued
under SPP*
508,474,577 Nil Nil Nil
Total number
following
capital raise*
5,132,106,015 338,380,054 exercisable at
$0.0175 expiring 30 Sep 27
62,583,133 26,853,300
293,461,554 exercisable at
$0.0195 expiring 2 July 2027
493,445,823 exercisable at
$0.026 expiring 11 Dec 2027
*assumes $3 million raised under the SPP at a price of $0.0059, without taking into account rounding
Timetable
The indicative timetable for the capital raise is set out as follows:
Event Date
Record date for SPP 7.00pm (AEST), Tuesday 11 August 2026
SPP Announced Wednesday 12 August 2026
Opening Date for SPP 9.00am (AEST), Monday, 17 August 2026
Closing Date for SPP 5.00pm (AEST), Monday 31 August 2026
Announcement of results of SPP Not later than noon on Monday 7
September 2026
Issue of Shares under SPP Not later than noon on Monday 7
September 2026
Expected date for quotation of Shares issued under
the SPP on ASX
Tuesday 8 September 2026
Despatch of holding statements / confirmation
advice
Wednesday 9 September 2026
Dates and times are indicative only and are subject to change. Any material changes will be notified to
ASX. All dates and times are references to AEST, Australia time.
This announcement has been approved for release by the Board of Andromeda Metals Limited.
For more information about the Company and its projects, please visit our website,
www.andromet.com.au or contact:
Manager, Investor Relations & Corporate Affairs
Patrick Sinclair
T: 08 7089 9819
M: 0403 708 431
E: Patrick.Sinclair@andromet.com.au
Andromeda Metals Limited | 5
FORWARD-LOOKING STATEMENTS
This document contains or may contain certain forward-looking statements and comments about future events, that are
based on Andromeda's beliefs, assumptions and expectations and on information currently available to management as
at the date of this document. Often, but not always, forward-looking statements can generally be identified by the use of
forward-looking words such as "may", "will", "expect", "plan", "believes", "estimate", "anticipate", "outlook", and "guidance", or
similar expressions. Such statements are only expectations or beliefs and are subject to inherent risks and uncertainties which
could cause actual values, results or performance achievements to differ materially from those expressed or implied in this
presentation. Where Andromeda expresses or implies an expectation or belief as to future events or results, such
expectation or belief is expressed in good faith and on a reasonable basis. No representation or warranty, express or implied,
is made by Andromeda that the matters stated in this presentation will in fact be achieved or prove to be correct. Except
as required by law, Andromeda undertakes no obligation to provide any additional or updated information or update any
forward-looking statements, whether on a result of new information, future events, results or otherwise. Readers are
cautioned against placing undue reliance on forward-looking statements. These forward-looking statements are not
guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important
factors, many of which are beyond the control of Andromeda, the directors, and management of Andromeda.
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