Europa Metals Regulatory News (EUZ)

14 October 2014

Ferrum Crescent Limited

("Ferrum Crescent", the "Company" or the "Group") (ASX: FCR, AIM: FCR, JSE: FCR)

Entitlements Offer Booklet

Ferrum Crescent today announces that it has today submitted to the Australian Securities Exchange the offer booklet and associated documentation relating to its non-renounceable pro rata rights announced on 9 October 2014 (Entitlements Offer). The Company will under the Entitlements Offer issue 2 New Shares for every 3 existing shares in the Company (Shares) held on the Record Date (see further details below), to raise up to approximately A$2 million (before costs, and subject to rounding and currency exchange rates).

The Entitlements Offer is to be partially underwritten by Patersons Securities Limited to the extent of the first A$860,000, thus ensuring the Company will raise at least that amount from the Entitlements Offer (before costs and subject to currency exchange rates).

Funds raised by the Entitlements Offer will be used to complete key components of the bankable feasibility study (BFS) underway at the Moonlight iron ore project in Limpopo Province in northern South Africa (Moonlight Project) and for corporate overheads.

Entitlements Offer

New Shares under the Entitlements Offer will be offered to holders of Shares and depository interests in the Company with a registered address on the Australian, UK or South African share registers of the Company on the Record Date in Australia, New Zealand, the United Kingdom, South Africa, Hong Kong and any other jurisdiction in which the Ferrum Crescent board determines a Shareholder is not prohibited from participating in the Entitlements Offer and is eligible to receive an offer under the Entitlements Offer without disclosure, lodgement, registration or filing (Eligible Shareholders).

The Offer Price, Record Date and Closing Date for the Entitlements Offer for Eligible Shareholders on the respective share registers of the Company are as follows:

Other key dates of the Entitlements Offer are set out below under "Key Dates".

Eligible Shareholders will be entitled to subscribe for 2 New Shares at the Offer Price for every 3 Shares held on the Record Date with fractional entitlements rounded up to the nearest whole number of New Shares. Shares held on different registers will not be aggregated for the purpose of calculating entitlements.

Eligible Shareholders will also be given the opportunity to subscribe for New Shares not taken up by Eligible Shareholders (Shortfall Shares) over and above their pro rata entitlement. There is no guarantee that there will be any Shortfall Shares and the Board reserves the right to issue or not issue Shortfall Shares in its absolute discretion including applying scale-back to applications for Shortfall Shares.

The Entitlements Offer is to be partially underwritten by Patersons Securities Limited to the extent of the first A$860,000, thus ensuring the Company will raise at least that amount from the Entitlements Offer (before costs and subject to currency exchange rates). A summary of the material terms of the Underwriting Agreement, including all termination events, will be included in the Offer Booklet.

The Entitlements Offer is non-renounceable which means the right to participate and be issued New Shares will not be able to be traded on ASX, AIM or JSE or be otherwise transferable. Shareholders who do not take up all or any part of their entitlements will not receive any payment or value in respect of those entitlements and their equity interest in the Company will be diluted.

Related Parties

The following Directors have agreed to sub-underwrite the issue of New Shares under the Rights Issue in the following proportions:

* Based on minimum proceeds of $860,000. The Company does not expect these directors to be issued with any additional shares in the Rights Issue.

Additionally, Mr Alan Jenks (through Grassroots Exploration Pty Ltd), who is a substantial shareholder in the Company has agreed to sub-underwrite the issue of up to 35,000,000 New Shares for an aggregate amount of $280,000. In the event that Mr Jenks takes up his full entitlement under the Rights Issue and further subscribes for all of the New Shares the subject of his sub-underwriting commitment, Mr Jenks will hold 100,216,518 ordinary shares amounting to approximately 19.49%* of the issued capital of the Company. (* This is based on minimum proceeds of A$860,000, plus the subscription issued to Mr Jenks through taking up his entitlements in full).

Each sub-underwriter will be paid a fee of 1% of the sub-underwritten amount by the Underwriter.

The sub-underwriting commitments, and associated fee, provided by Edward Nealon, Tom Revy and Grant Button, Directors of Ferrum Crescent and by Alan Jenks, a substantial shareholder, are related party transactions as defined by the AIM Rules for Companies. Accordingly the Independent Directors (being Messrs Klaus Borowski, Kofi Morna and Ted Droste) consider that, having consulted with its Nominated Adviser, the terms of the sub-underwriting commitments are fair and reasonable insofar as shareholders are concerned.

To view the Entitlements Offer booklet in full, it may be found at the following web address:

http://www.ferrumcrescent.com/IRM/Company/ShowPage.aspx/PDFs/1592-10000000/RightsIssueOfferBooklet 

For more information regarding the Entitlements Offer please contact: