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Response to ASX Query
The information contained within this announcement is deemed by the Company to constitute inside information under the Market Abuse Regulation (EU) No. 596/2014
For further information please contact:
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+61 861 819 792 |
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NEX Corporate Adviser |
+44 207 220 1666 |
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Capitalised terms have the meaning given in your letter.
Below are ASX's queries and EUR's responses:
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1. Does EUR consider the Talaxis Agreement to be information that a reasonable person would expect to have a material effect on the price or value of its securities? |
No.
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2. If the answer to question 1 is "no", please advise the basis for that view. |
EUR is of the view that a reasonable person would not expect the Talaxis Agreement to, at the time EUR became aware of the Talaxis Agreement, have a material effect on the price or value of its securities.
Talaxis has been engaged by the Company on a non-exclusive and best endevours basis to "assist EUR in managing and establishing commercial relationships and contract negotiations including establishing, liaising and maintaining relationships with strategic partners, such as debt and equity financiers, government / EU grant providers / financing programs, offtake partners, logistics partners, and EPCM partners and management assistance with contract negotiations on key transactions and continued support post transaction / relevant agreement".
As outlined in the Announcement, Talaxis will be remunerated in the form of a capital introduction fee on successful debt or equity raising as well as performance shares based on significant milestones relating to capital raising initiatives and market capitalisation hurdles that need to be achieved
At the time of releasing the Announcement, Talaxis has not successfully completed a debt or capital raising on behalf of EUR. For this reason, EUR did not consider the Talaxis Agreement to be information that a reasonable person would expect to have a material effect on the price or value of EUR's securities.
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3. When did EUR first become aware of the Talaxis Agreement? In answering this question, please specifically address: 3.1 When did EUR, Talaxis and their respective representatives commence negotiating the terms of the Talaxis Agreement? |
Talaxis was introduced, and negotiation managed, by corporate advisory firm
Empire has a long-term relationship and association with both the Noble group and Talaxis. By way of background, EUR was first in contact with Talaxis in
Mr Sage, approached Empire to arrange a funding partner for EUR. On
Negotiations in the form of e-mails and phone/zoom calls have progressed rapidly on a daily basis since then.
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3.2 Were any agreements entered into on similar terms with Talaxis? If so, specify the date(s) of those agreement(s). |
A draft engagement letter between EUR and Talaxis dated
EUR was provided with a revised engagement letter dated
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3.3 When did EUR and Talaxis enter into the final Talaxis Agreement specified in the Announcement? |
The final form Talaxis Agreement was subject to EUR board approval. EUR Board approval was received on
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4. If EUR first became aware of the Talaxis Agreement before 4.1 If so, please provide details. 4.2 If not, please explain why this information was not released to the market at an earlier time, commenting specifically on when you believe EUR was obliged to release the information under Listing Rules 3.1 and 3.1A and what steps EUR took to ensure that the information was released promptly and without delay. |
The engagement letter dated
The outstanding information was received on
As part of the Company's multiple listings in London, Austria and Frankfurt, a copy of the draft announcement was circulated to relevant parties in each jurisdiction who manage both translation (if required) and lodgement of the announcements and would be released upon finalisation of the supporting documents.
On
On
The final form Talaxis engagement letter was received on
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5. Please confirm that EUR is complying with the Listing Rules and, in particular, Listing Rule 3.1. |
EUR confirms that it is in compliance with the Listing Rules, and in particular, Listing Rule 3.1.
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6. Please confirm that EUR's responses to the questions above have been authorised and approved under its published continuous disclosure policy or otherwise by its board or an officer of EUR with delegated authority from the board to respond to ASX on disclosure matters. |
EUR confirms that the above responses have gone through the required Board approval process.
Regards,
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For and on behalf of the EUR Board,
Tony Sage
Non-Executive Chairman
This information is provided by RNS, the news service of the