Heidelberg. Today the Management Board of Deutsche Rohstoff AG (ISIN DE000A0XYG76 / WKN A0XYG7) resolved with the approval of the Supervisory Board to increase its share capital by up to EUR 760,306.00 from a current EUR 4,561,841.00 up to EUR 5,322,147.00 under partial utilization of the Authorized Capital against contribution in cash by issue of up to 760,306 new non-par value registered shares with an attributed portion of the share of EUR 1.00 per each new share (“New Shares”) with the right to participate in profits as from 1 January 2011.
The New Shares shall be issued to the existing shareholders by means of an indirect subscription right at the ratio of 6:1 (i.e., 6 existing shares convey the right to subscribe 1 New Share) by ICF Kursmakler AG, Frankfurt a. Main, Deutschland for a subscription price of EUR 14.20 per New Share. To guarantee a smooth subscription ratio one of the existing shareholders has committed not to make use of 5 of the subscription rights he is entitled to.
The subscription period for the New Shares is scheduled to commence on 16 February 2012 and end on 01 March 2012. A public offer will not take place. The trading of subscription rights will therefore not be organized by either Deutsche Rohstoff AG or ICF Kursmakler AG. All unsubscribed shares to will be offered exclusively to institutional investors by means of a private placement. Further details of the capital increase will be available from the subscription offer which is scheduled to be published in the German Federal Gazette (elektronischer Bundesanzeiger) on 15. February 2012.
The funds from the capital increase will primarily be used to finance the expansion of Wolfram Camp Mine in Australia as well as additional drill programs and project acquisitions of the company’s subsidiary Tekton Energy in the USA.
Members of the executive board of the company have indicated that they will subscribe to New Shares with a subscription value of at least 250,000 Euro on the basis of subscription rights vested in them. .
This publication is exclusively for information purposes and does not constitute either an offer to sell or a solicitation of an offer to buy any securities. There was neither a public offer in connection with this transaction, nor will there be public offer of securities. No securities prospectus has been or will be prepared in connection with the transaction. Dissemination of this disclosure and the offer and sale of securities could be subject to restrictions in certain jurisdictions.
United States of America
This notice is not intended for persons in the United States of America (including its territories, dependencies, federal states and the District of Columbia) and may not be disseminated either directly or indirectly in the United States of America. This notice is neither an offer nor part of an offer for the sale of or a solicitation of an offer to buy or subscribe for securities in the United States of America. The shares of Deutsche Rohstoff AG detailed herein (the “shares”) are and will not be registered according to the provisions of the United States Securities Act of 1933 in its respective applicable version (“Securities Act”) or the securities trading laws in individual states of the USA, nor will they be offered or sold in the United States of America. The shares may neither be offered or sold in the United States of America nor to persons in the United States of America or delivered there either directly or indirectly, excluding exceptional cases as a result of an exemption from the registration requirements in the Securities Act or the law of an individual state of the USA.
Canada, Japan and Australia
This disclosure is not intended for persons in Canada, Japan or Australia. The securities detailed in this disclosure may not be offered or sold to persons in these countries.
Heidelberg, 10. Februar 2012