Target market determination - Options Prospectus
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Released
Announcement PDF
TARGET MARKET DETERMINATION – OPTION ISSUE
Made by:
Bass Oil Limited (ACN 008 694 817) of Level 5, 11-19 Bank Place,
Melbourne, Victoria (Company).
Product:
Options to be issued in connection with a prospectus lodged by the
Company on 14 May 2025, with an exercise price of $0.05 and an expiry
date of 31 May 2028 (Options).
Effective date: 14 May 2025
This target market determination (TMD) has been prepared by the Company in relation to the
following offers pursuant to the Company’s prospectus dated 14 May 2025 (Prospectus), a
copy of which is available on the Company’s website, bassoil.com.au:
(a)
an offer of Options in connection with the Entitlement Offer (Entitlement Offer); and
(b)
an offer Options in connection with the Shortfall Offer (Shortfall Offer).
Unless otherwise defined in this TMD, capitalised terms have the meaning given to those
terms in the Prospectus.
Pursuant to the Prospectus:
(a)
Eligible Shareholders who subscribe for New Shares under the Entitlement Offer are
being offered one (1) free attaching Option for every 2 New Shares issued; and
(b)
the Company may, in its absolute discretion, place any Options within 3 months
from the closing date of the Entitlement Offer.
The offers will be made under the Prospectus, lodged with the Australian Securities and
Investments Commission (ASIC) and the Australian Securities Exchange (ASX) on 14 May
2025. Any recipient of this TMD should carefully read and consider the Prospectus in full and
consult their professional adviser if they have any questions regarding the contents of the
Prospectus. Any recipient of this TMD who wants to acquire Options under an offer will need
to complete the application form that will be in, or will accompany, the Prospectus. There is
no cooling off period in respect of the issue of the Options. This TMD is not a disclosure
document for the purposes of the Corporations Act 2001 (Cth), and therefore, it has not been
lodged, and does not require lodgement, with ASIC nor does it contain a full summary of the
terms and conditions of the Options.
This TMD does not take into account what you currently have, or what you want and need,
for your financial future. It is important for you to consider these matters and read the
Prospectus before you make an investment decision. The Company is not licensed to
provide financial product advice in relation to the Options.
This TMD is current as at 14 May 2025 and will be withdrawn following the issue of the
Options under the offers. The Company may review and amend this TMD at any time.
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TARGET MARKET
Factor
Target market
Investment
Objective
Entitlement Offer
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Factor
Target market
The Company expects that an investment in Options under
the Entitlement Offer will be suitable to eligible
Shareholders (Investors) who wish to increase their
exposure to equities in a small-cap gas exploration and
production company listed on the Australian Securities
Exchange (ASX). Particularly, it will be those existing
Shareholders of the Company who are registered as
holders of Shares at 7pm (Melbourne time) on 20 May 2025
and whose registered address is in Australia being those
Shareholders who are eligible to participate in the
Company's Entitlement Offer to raise up to $3,100,000, to
which the issue of Options relate.
Shortfall Offer
The Company expects that an investment in Options under
the Shortfall Offer will be suitable for:
Investment
Timeframe
•
new and existing institutional, sophisticated or
professional investors that are invited to invest in the
Company to gain exposure to equities in / seek to profit
from an appreciation in the market price of shares in a
small-cap mining exploration company listed on the
ASX; and
•
who are in a position to pay any exercise amounts in
relation to the Options in due course.
The target market of investors will take a short to medium
term outlook on their investment. Investors with a short-term
outlook for their investment will benefit from an ability to
exercise Options and trade the underlying Shares issued on
exercise should the Option exercise price of the Options be
lower than the trading price of Shares. Investors with a
medium-term outlook will benefit from an ability to exercise
the Options within their 3 year exercise period and increase
their shareholding and exposure to the potential upside in
the Company’s Shares into the future.
Given the need to pay the exercise price in order to acquire
Shares, Investors in the target market are in a financial
position that is sufficient for them to invest their funds on
exercise the Options over a three year time horizon, during
which their ability to liquidate their Options in the Company
may be limited by a lack of liquidity in the Options and by
the trading price of the underlying Shares.
Investment
Metrics
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While the Company does not have an established eligibility
framework for investors based on metrics such as age,
expected return or volatility, it is expected that the target
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Factor
Target market
market of investors will be able to withstand potential
fluctuations in the value of their investment. The Options
offer no guaranteed income or capital protection.
Risk
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The Company considers that an investment in the Options
is highly speculative, such that an investment in the
Company is not appropriate for an investor who would not
be able to bear a loss of some or all of the investment.
Investors should also have a sufficient level of financial
literacy and resources (either alone or in conjunction with an
appropriate adviser) to understand and appreciate the risks
of investing in Options as an asset class generally and the
more specific risks of investing in an Australian listed smallcap gas exploration and appraisal company.
DISTRIBUTION CONDITIONS
The Entitlement Offer is being directly offered to Eligible Shareholders who hold
shares at the Record Date.
Any Entitlements not taken up under the Entitlement Offer will form a shortfall and
Eligible Shareholders may subscribe for additional securities. Any remaining
shortfall may be placed by the Company following the close of the Entitlement Offer.
The Prospectus will include jurisdictional conditions on eligibility. The Company will
also include on its web landing page for the Entitlement Offer a copy of this TMD
and require that retail clients confirm that they meet the eligibility criteria of the
expected target market outlined in this TMD before they apply for Options.
The Company considers that these distribution conditions will ensure that persons
who invest in Options under the Entitlement Offer fall within the target market in
circumstances where personal advice is not being provided to those persons by the
Company.
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REVIEW TRIGGERS
The Options are being offered for a limited offer period set out in the Prospectus,
after the conclusion of which the Options will no longer be available for investment
by way of issue. It follows that the TMD will only apply in the period between 14 May
2025 and the issue of the Options shortly after the close of the Entitlement Offer (or
Shortfall Offer, where applicable) (Offer Period).
To allow the Company to determine whether circumstances exist that indicate this
TMD is no longer appropriate to the Options and should be reviewed, the following
review triggers apply for the Offer Period:
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(i)
a new offer of Options that requires preparation of a disclosure
document is made after completion of the Offer Period;
(ii)
any event or circumstance that would materially change a factor
taken into account in making this TMD;
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(iii)
the existence of a significant dealing of the Options that is not
consistent with this TMD. The Company does not consider that an
on-sale of the Options on market is a significant dealing;
(iv)
ASIC raises concerns with the Company regarding the adequacy
of the design or distribution of the Options or this TMD; and
(v)
material changes to the regulatory environment that applies to an
investment in the Options.
REVIEW PERIOD
If a review trigger occurs during the Offer Period, the Company will undertake a
review of the TMD in light of the review trigger.
The Company will otherwise complete a review of the TMD immediately prior to the
issue of Options under the Offer.
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INFORMATION REPORTING
The reporting requirements of all distributors is set out in the table below.
Reporting requirement
Period for reporting to the
Company by the
distributor
Information to be
provided
Whether the distributor
received complaints
about the Options.
• For such time as the
Offer Period remains
open, within 10 business
days after the end of
each quarter.
• The number of
complaints received.
• Within 10 business days
after the end of the Offer
Period.
• A summary of the
nature of each
complaint or a copy
of each complaint.
A significant dealing of
the Options that is not
consistent with this TMD
As soon as reasonably
practicable after the
significant dealing occurs,
but in any event no later
than 10 business days after
the significant dealing
occurs.
• Details of the
significant dealing.
A summary of the steps
taken by the distributor to
ensure that its conduct
was consistent with this
TMD
Within 10 business days
after the end of the close of
the offer of Options in
accordance with the
Prospectus.
A summary of the steps
taken by the distributor
to ensure that its
conduct was consistent
with this TMD.
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• Reasons why the
distributor considers
that the significant
dealing is not
consistent with this
TMD.
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CONTACT DETAILS
Contact details in respect of this TMD for the Company are:
Robyn Hamilton
Company Secretary
Phone: +61 3 9927 3000
Email: robyn.hamilton@bassoil.com.au
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