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AERIS RESOURCES LIMITED — Capital/Financing Update 2012
Feb 12, 2012
64347_rns_2012-02-12_ee347f5d-fee9-40df-8303-819b207e5243.pdf
Capital/Financing Update
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Capital Raising Presentation
February 2012
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
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Disclaimer
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This presentation, including information contained in this disclaimer, is given to you in strict confidence. By attending the presentation, you agree that no part of this presentation or disclaimer may be disclosed, distributed or reproduced to any third party without the consent of Straits Resources Limited (“Straits”).
This presentation is being provided for the sole purpose of providing the recipients with background information about Straits’ business. This presentation, including the information contained in this disclaimer, does not constitute an offer, invitation or recommendation to subscribe for or purchase any security and neither the presentation, disclaimer nor anything contained in them forms the basis of any contract or commitment. This presentation does not purport to summarise all information that an investor should consider when making an investment decision. It should be read in conjunction with Straits’ other continuous disclosure announcements lodged with the ASX which are available at www.asx.com.au. Before making an investment decision you should consider whether it is suitable for you in light of your own investment profile and objectives and financial circumstances and the merits and risk involved.
This presentation is not a prospectus and does not form part of any offer, invitation or recommendation in respect of shares, or an offer, invitation, recommendation to sell, or a solicitation of any offer to buy, shares in the United States or to, or for the account or benefit of, any “U.S. person” (as defined in Regulation S under the U.S. Securities Act of 1933 (the “US Securities Act)) (“US Person”), or in any other jurisdiction in which, or to any person to whom, such an offer would be illegal. Securities may not be offered or sold in the United States or to, or for the account or benefit of, any US Person, absent registration under the US Securities Act or an exemption from the registration requirements of the US Securities Act. The distribution of this presentation outside Australia may be restricted by law and any such restrictions should be observed. Any failure to comply with such restrictions may be a violation of applicable securities laws.
You should be aware that as an Australian company with securities listed on the ASX, the Company is required to report reserves and resources in Australia in accordance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (The JORC Code 2004 Edition ) ( JORC Code ). Mining companies in other countries may be required to report their mineral reserves and/or resources in accordance with other guidelines (for example, SEC Industry Guide 7 in the United States). You should note that while the Company's reserve and resource estimates comply with the JORC Code, they may not comply with the relevant guidelines in other countries, and do not comply with SEC Industry Guide 7, which governs disclosures of mineral reserves in registration statements and certain reports filed with the U.S. Securities and Exchange Commission. In particular, SEC Industry Guide 7 does not recognise classifications other than proven and probable reserves, and, as a result, the SEC generally does not permit mining companies to disclose their mineral resources in SEC registration statements. You should not assume that quantities reported as “resources” will be converted to reserves under the JORC Code or any other reporting regime or that the Company will be able to legally and economically extract them.
To the maximum extent permitted by law, neither Straits nor its related corporations, directors, employees or agents, nor any other person, accepts any liability, including, without limitation, any liability arising from fault or negligence, for any loss arising from the use of this presentation or its contents or otherwise arising in connection with it.
You represent and confirm by attending and/or retaining this presentation, that you accept the above conditions.
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Equity raising overview
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| OFFER SIZE | – – – |
Total proceeds of A$50 million 2 Tranche Institutional Placement to raise gross proceeds of A$45 million (Institutional Placement) Share Purchase Plan – capped at A$5 million (SPP) |
|---|---|---|
| OFFER PRICE | – – – |
Fixed offer price of A$0.60 per share for the Institutional Placement and SPP 12.4% discount to Straits’ closing price of $0.685 11.1% discount to Straits’ 5 day VWAP of $0.675 |
| OFFER STRUCTURE |
– – – |
Institutional Placement Tranche 1 - ~48.7 million shares to raise ~A$29.2 million (prior to costs) under Straits’ 15% capacity Institutional Placement Tranche 2 - ~26.3 million shares to raise ~A$15.8 million (prior to costs), subject to shareholder approval at a general meeting expected to be held Thursday, 22 March 2012 SPP up to a maximum of A$15,000 per eligible shareholder capped at A$5 million |
| PRE & POST CAPTIAL STRUCTURE |
Shares on Issue Pre-offer Shares on Issue Post-offer 324.8m ordinary shares 408.1m ordinary shares1 |
Note 1: assuming full Share Purchase Plan take-up
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Sources and Uses of funds
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| Sources | Amount (A$m) |
|---|---|
| Proceeds Institutional Placement Proceeds from SPP1 Total |
45.0 5.0 |
| 50.0 | |
| Uses | |
| Repay the existing J.P. Morgan six month loan facility (US$10 million)2 Exercise the option to terminate the new offtake agreement with J.P. Morgan for shipments scheduled from 1 July 2012 (US$9 million)2 Conduct further exploration and feasibility on the prospective Avoca Tank Project and associated targets near the Tritton Copper Mine with a view to assessing potential for development and accelerate exploration at Mt Muro Complete the Mt Muro production ramp-up Provide Straits with working capital to enable it to maintain a prudent liquidity buffer to support the operation of two large and growing mining operations (Tritton and Mt Muro) and to meet expenses of the offer Total Note 1: Assumes shareholders participate in the SPP up to the capped amount of A$5 million. Note 2: AUDUSD exchange rate of 1.07 |
9.4 8.4 10.0 10.0 12.2 |
| 50.0 | |
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Indicative timetable
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Institutional Placement
Settlement date for issue of new shares under Tranche 1
- Thursday, 16 February 2012
Allotment of New Shares for Tranche 1
- Friday, 17 February 2012
Expected date of Shareholder Meeting to approve the issue of Tranche 2
- Thursday, 22 March 2012
Share Purchase Plan
Record date to determine right to participate in Share Purchase Plan
Share Purchase Plan opens
Share Purchase Plan closes
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Friday, 17 February 2012
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Monday, 20 February 2012
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Friday, 16 March 2012
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Allotment and listing of New Shares under the Share Purchase ‒ Monday, 26 March 2012
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Plan
IMPORTANT NOTE: All times and dates in this presentation refer to Australian Eastern Daylight Time (AEDT). The timetable above is subject to change without notice. Straits Resources Limited reserves the right to amend any or all of these dates and times, subject to the Corporations Act, the ASX Listing Rules and other applicable laws.
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Summary
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Straits is Positioned for Growth
- Producing Asset Base
Copper (Tritton, NSW)
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Currently 7 year mine life at 25,000 tpa copper production
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Reserves of 172kt of Cu; Resources of 29.9Mt @1.6%
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$30m in planned mine development in FY13
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Reducing cash costs (US$2.09 in Dec 2011 quarter, down from US$2.40 in prior quarter)
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TC/RCs reduced to ~20cents per pound
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Targeting $1.80 cash costs in FY13 (exclusive of TC/RCs) from improvements in productivity and costs
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Plant has potential to achieve 1.8Mtpa (currently at 1.4Mtpa and therefore has 400Ktpa spare capacity)
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Recent high grade discovery at Avoca Tank provides potential to fill spare milling capacity and reduce costs
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Focus on extensions to Reserves below the current mining areas – North East, Larsens & Double Tanks
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Summary
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Straits is Positioned for Growth
• Producing Asset Base
Gold (Mt Muro, Indonesia)
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Cash flow positive in fourth quarter FY2012
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Min 6 year mine plan established at 100koz+ per annum AuEq from FY2013
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Increase in Reserves to 734k oz AuEq (515k oz Au and 9.7M oz Ag) announced on 6 February 2012; Resources of 2M oz AuEq
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Cash costs will reduce as production increases, and the current plan targets:
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reduce from current level of US$1,400 AuEq/oz down to US$550 AuEq/oz by plan end
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in FY13 target cash costs are approx US$900 and $10 million for ongoing waste stripping
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average cash costs of US$775 AuEq/oz over the 6 year plan (approx US$915 inclusive of capitalised waste)
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Plant capable of 1.7Mtpa (currently only at 0.9 Mtpa)
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Summary
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Straits is Positioned for Growth
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Strong Exploration Upside
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Following capital raising exploration spend is approximately $30m over the next 12 months
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Exploration focussed on Avoca Tank and other targets near Tritton and Mt Muro (total $24m)
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Regional exploration of $6m (South Australia and New South Wales)
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Currently drilling deep holes south of Olympic Dam in South Australia (UXA joint venture)
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Value in Hillgrove (Antimony), and Listed Investments
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Hillgrove currently being divested through a back door listing into listed company (Emu Nickel Ltd)
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Investments in listed companies (VXR and FND) of A$24m at 7 February 2012
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Achievements in previous 12 months
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Straits now offers a clean and transparent Copper and Gold Exposure
Significant achievements in the last 12 months.
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De-merger of the metal assets & subsequent sale of coal assets (shareholders received A$1.72 per share), with metal assets listed as new company renamed Straits Resources
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Tritton copper & Mt Muro gold mines recapitalised
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Finalised buy out & restructuring of Tritton’s Cu offtake agreement, to be completed by:
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repayment of US$10m short term vendor finance facility; and
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exercise of option (for US$9m) to terminate the new offtake agreement
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Significant reserve increases at Tritton & Mt Muro operations
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New Cu discovery at Avoca Tank at Tritton
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GfE & Magontec sold
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Goldminco minorities bought out
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SRQ Overview
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STRAITS
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100% 100% 100% 100%
Tritton Copper Mt Muro Gold Exploration Hillgrove antimony Investments
• • • • •
25k tpa currently 100k oz pa Au Eq $20m exploration Currently being divested $24m at 7/2/2012
from FY13 spend in FY12 through public listing
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Market Stats[2] ASX code SRQ Ordinary shares 408.1m Market capitalisation A$280m[1 ] Cash/Investments A$94m[4 ] Debt A$120m[5 ]
SRQ Major Shareholders[3 ]
Standard Chartered Private Equity 18.8% Merricks Capital 17.3% Baker Steel Capital Managers 5.0% Board & Management 6.5% Top 20 shareholders 83%
Note 1: Based on Last Traded Price of A$0.685 per share Note 2: Post completion of the Offer (prior to transaction costs) Note 3: Prior to completion of the Offer Note 4: Pro-forma cash and investments at 7 February 2012 (includes restricted cash of $11m) Note 5: $50M prepaid silver facility at Mt Muro is not accounted as debt
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Tritton Copper
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Tritton Overview
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Tritton has established a stable 25,000 tpa copper production base
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Significant investment in recapitalisation and efficiency programs in FY2011/12
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Implementation of Paste Fill
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Change to “bottom up” mining method
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Change to owner operator
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Reduction of costs. US$2.09 in Dec 2011 quarter, down from US$2.40 in previous quarter. Focus on driving further productivity and cost improvements
| Production | FY 2012 (6 | FY 2011 | FY2010 | |
|---|---|---|---|---|
| Statistics from | months to | |||
| Tritton | Dec 2011) | |||
| Ore Mined | Tonnes | 639,606 | 1,160,476 | 911,539 |
| (Tritton) | Grade (%) | 1.98 | 2.11 | 2.35 |
| Cu Tonnes | 636,538 | 24,486 | 21,451 | |
| Ore Milled | Tonnes | 636,538 | 1,163,732 | 906,347 |
| Grade (%) | 1.99 | 2. 11 | 2.37 | |
| Cu Tonnes | 12,667 | 24,555 | 21,464 | |
| Recovery | % | 95.6 | 95.1 | 94.2 |
| Concentrate | Tonnes | 47,683 | 94,483 | 81,183 |
| Cu % | 25 | 25 | 25 | |
| Cu Tonnes | 12,059 | 23,354 | 20,226 | |
| Copper cement | 315 | 582 | 621 | |
| Total copper produced |
12,375 | 23,936 | 20,847 |
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Re-negotiated off take agreement, market related TC/RC’s from January 2012
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Exploration success in 2011
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28% increase in total reserves to 172,000 tonnes of Copper
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Resources of 29.9Mt @ 1.6% Cu
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Focus on near mine & regional exploration in 2012
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Avoca Tank discovery
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Strong exploration upside, focus on exploration to deliver additional reserves and resources
| Resources | Measured | Indicated | Inferred | Total |
|---|---|---|---|---|
| Tonnes (kt) | 2,620 | 19,950 | 7,340 | 29,910 |
| Cu (%) | 2.5 | 1.5 | 1.4 | 1.6 |
| Reserves | Proved | Probable | Total | |
| Tonnes (kt) | 1,670 | 8,730 | 10,400 | |
| Cu (%) | 2.3 | 1.6 | 1.8 | |
| Cu recoverable | 37,000 | 135,000 | 172,000 | |
| (t) |
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Tritton Project Summary
| Tritton Mines Comprises | Tritton Mines Comprises |
|---|---|
| Tritton Decline | Mechanised underground (decline) copper mine operating at 0.85 to 1.1 Mtpa |
| Tritton Concentrator | 1.6 Mtpa copper concentrate processing plant located at Tritton. |
| Copper Cement Plant | 1,100 tpa Cu cement plant at Murrawombie |
| Murrawombie Decline | Pending restart, mechanised underground decline mine with planned 500,000 tpa production rate located 22 km from Tritton via sealed road. |
| North East Decline | Mechanised underground (decline) copper mine operating at 400,000 to 500,000 tpa located in the northern mines area, 5 km north of Murrawombie. |
| Larsens Decline | In development, mechanised underground (decline) copper mine adjacent to and accessed from the North East decline. |
| Budgery Project | Advanced copper project, located 13 km south of Tritton undergoing preliminary feasibility studies. |
| Avoca Tank | Recent VMS discovery located 2 km north of the North East Decline, undergoing further drilling and preliminary scoping studies. Mining Lease application in progress. |
| Regional Exploration | 1,757 km2of prospective VMS terrain |
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Mining Operations – Tritton Mine
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The Tritton Decline mine is a conventional mechanised underground operation
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The mining system changed in 2011 from longitudinal open stoping with partial backfill to transverse open stoping with paste fill, with primary and secondary stopes accessed from a footwall extraction drive
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The recent change of mining method is planned to:
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lift long term mine recoveries from ~63% to ~95%
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underpin production levels of 1.1 Mtpa
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Increase mine development capital investment return, and
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decrease capital development per ore tonne extracted
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Tritton Exploration
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Tritton – Avoca Tank - Exploration
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Tritton Marketing
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Tritton sells its copper concentrate under a copper offtake agreement to J.P. Morgan Metals and Concentrates LLC of Connecticut, USA, formerly known as Sempra Metals and Concentrates.
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Prior to December 2011 the contract since inception has been extremely onerous in terms of TC/RC’s. In December 2011 Tritton finalised a new agreement with JP Morgan (from January 2012) based on normal market terms. The cost of terminating the old agreement was US$98 million.
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Tritton will have the option to terminate the new offtake agreement with J.P. Morgan with effect from 1 July 2012, for an option fee of US$9 million.
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On the back of the re-capitalised Tritton operation, and a minimum 7 year reserve mine plan (15 year resource plan) delivering 25,000 tpa of copper in concentrate, on the assumption that the option above is exercised Tritton intends to enter into a tender process for the sale of its concentrate at market terms from 1 July 2012.
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The Tritton concentrate is an extremely clean concentrate and highly valued by traders and end users due to its ability to be used as a blending agent to improve poorer quality concentrates so as to meet smelter terms.
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Concentrates are sold on a CIF basis with exports out of Newcastle.
| Current Indicative Concentrate Quality | Current Indicative Concentrate Quality | Current Indicative Concentrate Quality | Current Indicative Concentrate Quality |
|---|---|---|---|
| Element | Assay | Element | Assay |
| Copper % | 25 | SiO2 % | 8 |
| Gold g/t | 0.7 | MgO % | 2 |
| Silver g/t 50 |
As ppm 80 |
||
| Fe % 28 |
Bi ppm 4 |
||
| S % 31 |
Cd ppm 70 |
||
| Zn % 1.5 |
F ppm 120 |
||
| Ni ppm 33 |
Hg ppm 2 |
||
| Co ppm 300 |
Sb ppm 40 |
||
| Cl ppm 120 |
Se ppm 165 |
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Mt Muro Gold Mine
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Mt Muro Overview
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Plant throughput capable of 1.7 Mtpa
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Fewer working areas = stable production & lower costs
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Resources 17.9Mt @ 2.1g/t Au & 46g/t Ag (2 mill oz AuEq*)
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Reserves 515,000 Oz Au & 9.7 million Oz Ag (734k oz AuEq)
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Minimum 6 year mine plan established at plus 100 k oz per annum AuEq from FY2013
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Exploration – targeting depth extensions to known significant gold producing structures. Structures so far only tested to relatively shallow depth.
| Production Statistics Mt Muro | FY | FY | FY |
|---|---|---|---|
| 2012 (6 months to | 2011 | 2010 | |
| Dec 2011) | |||
| Ore milled | 401,041 | 325,035 | 615,544 |
| Gold grade (g/t) | 1.2 | 2.5 | 2.6 |
| Silver grade (g/t) | 34 | 29 | 12 |
| Gold recovery (%) | 93.2 | 92.6 | 89.7 |
| Silver recovery (%) | 69.8 | 72.9 | 58.9 |
| Gold production (oz) | 14,804 | 25,022 | 45,521 |
| Silver production (oz) | 310,953 | 228,502 | 143,496 |
- AuEq calculated using US$1300/ounce gold & US$28/ounce silver.
| Resources | Measured | Indicated | Inferred | Total |
|---|---|---|---|---|
| Tonnes (kt) | - | 19,060 | 8,054 | 27,600 |
| Au (g/t) | - | 1.4 | 1.6 | 1.4 |
| Ag (g/t) | - | 43 | 31 | 39 |
| Reserves | Dec 2011 | June2011 | June2010 | |
| (probable) | ||||
| Tonnes (kt) | 6,820 | 5,930 | 1,900 | |
| Au (g/t) | 2.5 | 2.5 | 3.4 | |
| Ag (g/t) | 59 | 59 | 64 | |
| Au (oz) | 515,000 | 438,000 | 190,500 | |
| Ag (oz) | 9,680,000 | 8,060,000 | 2,700,000 | |
| Au Eq (oz) | 734,000 | 629,000 | 250,000 |
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Mt Muro-COW area
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Concentrating on Serujan and Bantian open pits initially, commenced on Hulubai
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Mining areas close to existing infrastructure
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Mt Muro-Mining Operations
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Mt Muro
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Targeting plus 100,000 oz AuEq production
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Plan to reach annualised 100,000 oz AuEq rate 2[nd] quarter calendar 2012
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Continued focus on productivity and costs
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Minimum 6 year mine plan established from existing reserves
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Strong opportunity for reserve extensions
AuEq Ounces Produced / Grade
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18,000 6
16,000
5
14,000
12,000 4
10,000
3
8,000
6,000 2
4,000
1
2,000
- -
AuEq Ounces AuEq Gold Grade
AuEq (g/t)
AuEq Produced (oz)
Jan-12 May-12 Sep-12 Jan-13 May-13 Sep-13 Jan-14 May-14 Sep-14 Jan-15 May-15 Sep-15 Jan-16 May-16 Sep-16 Jan-17 May-17 Sep-17 Jan-18 May-18
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Mt Muro Exploration
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Mt Muro
- Compelling exploration as the majority of the mined systems have only been exploited to a depth of ~100m vertical with the deepest pits only 150m. Typically epithermal gold windows are known to extend over 300-400m vertical extent.
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Mt Muro Exploration
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Exploration
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Exploration Summary
Straits is an active explorer, and under an expanded exploration budget is planning investing in exploration across the Group in the following 12 months, broadly split as follows:
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Brownfields reserve resource extension around Tritton Mine (incl Avoca Tank) approx $10m
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Greenfields at Tritton regional approx $2m
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Brownfileds reserve resource extension around Mt Muro Mine approx $12m
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Other regional exploration approx $6 m split between:
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NSW (other than Tritton)
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Lachlan Fold Belt Porphyry
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copper/gold exploration at Temora & Blayney Projects - Longer term potential large Cu/Au porphyry
-
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South Australia:
- IOCG (iron oxide copper gold) exploration in South Australia’s Stuart Shelf (near Olympic Dam and Prominent
Hill)
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Hillgrove & Investments
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Hillgrove & investments
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Hillgrove - agreement reached with Ancoa NL in 2011 for sale of Hillgrove, subject to successful capital raising for $40 million in cash & shares.
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Hillgrove - sale terms varied to utilise back door listing into listed company (Emu Nickel NL). Consideration is $40 million:
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$10 million cash
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$30 million convertible note (41% premium exercisable within 5 years, interest payable at 12.5% pa after year 1)
The proposal is subject to Emu shareholders approving the acquisition of Ancoa, as well as Emu raising sufficient funds to make the acquisition, and therefore remains subject to market conditions. Straits shareholders will have a $15m priority entitlement under the proposed Emu capital raising.
- At 7 February 2012 Straits had investments of approximately A$24 million in listed companies including 7.1% in Venturex Resources Ltd & 10.6% in Finders Resources Ltd.
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Outlook
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Straits is Positioned for Growth
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A copper and gold focussed metals mining & exploration company
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Strong capitalised production base now established
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Driving productivity and cost improvements
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World class exploration portfolio with geologically visible drill ready exploration targets
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Positioned to deliver strong repeatable earnings from two fully capitalised mines from middle of 2012
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Key Risks
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Any investment in Straits has risks attached to it and neither Straits or its Directors, management and any related entities, nor any party associated with the preparation, is able to guarantee that any specific objectives of Straits or any particular performance of shares will be achieved. Prior to making an investment decision, investors should read this entire document and carefully consider all risk factors, including those below. Investors should have regard to their own investment objectives and financial circumstances and should seek appropriate professional advice before deciding whether to invest.
EQUITY MARKETS
The price of shares quoted for trading by the ASX is impacted by various international and domestic factors. As the Company is listed on the ASX, its share price is subject to these numerous influences that may reflect both the trends in the share market and the share prices of individual companies.
GOVERNMENT
In Australia and Indonesia where the Company operates Government policies are subject to review and change from time to time and the Company relies upon Government agencies promptly and favourably dealing with applications and consents. Such matters are likely to be beyond the control of the Company. Changes in community attitudes on matters such as taxation, environment and landholder issues may bring about reviews and possible changes in government policies and regulations. Any such government action or inaction may limit or prohibit operations or require increased capital or operating expenditure and could adversely impact the Company’s business.
TAXATION
The Company is subject to various forms of taxation in Australia and Indonesia. There is an ongoing risk that changes to taxation legislation or the interpretation or enforcement of taxation laws or regulations may adversely impact revenues, and therefore the financial performance of the Company.
FOREIGN EXCHANGE RISK AND HEDGING
A majority of the Company’s revenue will be denominated in US$ whilst a majority of expenditure is in AUS$ and Indonesian Rupiah, which exposes potential income of the Company to the risk of fluctuations in foreign currency. The Company may from time to time enter into commodity and currency hedges and forward sales. If the market prices of underlying commodities are higher than the price at which the hedges have been entered into, the Company will not realise the higher prices they would have received had they not entered into such hedging arrangements. Also, hedging programs are undertaken on an assumed production profile. If production underperforms its hedging profile, the Company may be exposed to significant costs for not delivering the volumes required by such hedging or forward sale contracts.
ECONOMIC CONDITIONS AND PROJECT DELAYS
Domestic and global economic conditions may affect Company performance. Factors such as inflation, interest rates, prices and availability of critical supplies, such oil, power, water, acid and other reagents, may delay operations and impact operating costs and may adversely affect the prospects of the Company. The Company’s future possible revenue and share price can be affected by these factors all of which are beyond the control of the Company and the Directors.
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Key Risks
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CONTRACTUAL AND OTHER LEGAL RISKS
All permits and contracts entered into by the Company are subject to interpretation. There is no guarantee that the Company will be able to enforce all its presumed rights under its permits and contracts. The introduction of new legislation or amendments to existing legislation or changes in regulation or administrative practices by governments, developments in existing common law or civil law, or the interpretation of the legal requirements in any of the legal jurisdictions which govern the Company’s operations or contractual obligations, could impact adversely on the assets, operations and therefore on the financial performance and share price of the Company.
LITIGATION RISK
Exposure to litigation brought by third parties such as contractors, regulators, or employees could negatively impact on the Company and its operations and licences. Legal claims, if successful could adversely impact the profits or financial position of the Company.
EXPLORATION AND APPRAISAL RISKS
Potential investors should understand that mineral projects are high-risk undertakings. The Company’s future mineral production is dependent on replenishing proved reserves through successful exploration and development. There can be no assurance that exploration of the Company’s permits will result in economic mineral reserves. The estimated costs of the Company are based on certain assumptions. By their nature, these estimates and assumptions are subject to significant uncertainties and, accordingly, the actual costs may materially differ from these estimates and assumptions. Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely affect the Company’s viability.
OPERATING RISKS
Development and operation of the Company’s mines is dependent upon a number of factors including mining, infrastructure, mine planning, mine management, processing facility management and reliability and regulatory requirements. Operations may be negatively impacted by mechanical difficulties, human error, incorrect technical assumptions, unanticipated mine or ground conditions, labour disputes, shortages or delays in the delivery of equipment or supplies, weather conditions, civil unrest, wars and natural disasters, blowouts, cratering, explosions, pollution, seepage or leaks, fire and earthquake and unexpected shortages or increases in the costs of fuel, other consumables, spare parts, plant and equipment.
RESERVE AND RESOURCE ESTIMATES
Reserve and resource estimates are expressions of judgment based on knowledge, experience and industry practice. Estimates which were valid when originally calculated may alter significantly when new information or techniques become available. In addition, by their very nature, reserve and resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis, the estimates are likely to change. This may result in alterations to mining development plans which may, in turn, adversely affect the Company’s operations.
PRODUCTION ESTIMATES
Actual future production may vary materially from targets and projections of future production for a variety of reasons. There is greater risk that actual production will vary from estimates where production levels are intended to be expanded.
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Key Risks
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TITLE RISKS
Interests in permits are governed by the granting of licences or leases by the appropriate government authorities. The conduct of operations and the steps involved in acquiring all licences and permits involve compliance with numerous procedures and formalities. It is not always possible to correctly interpret, or comply with, or obtain waivers from, all such requirements and it is not always clear whether requirements have been properly completed, or that it is possible or practical to obtain evidence of compliance. In some cases, failure to follow such requirements or obtain relevant evidence may call into question the validity of the titles. The Mt Muro contract of work requires that each year the Company offers 51% ownership for sale to Indonesian nationals at a market related price, which can be set by agreement or arbitration. To date no Indonesian nationals have sought to initiate this process, but this could occur in the future.
This list of risk factors is not exhaustive of the risks faced by the Company or by investors in the Company. Potential investors should also have regard to SPECULATIVE the Company’s prior publications and announcements. The above factors, and others not referred to specifically above, may in the future materially affect NATURE the financial performance of the Company and the value of the shares offered under this offer. Therefore, the shares offered pursuant to this offer carry no OF INVESTMENT guarantee with respect to the payment of dividends, returns of capital or the market value of the shares. Potential investors should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for shares.
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
International Offer Jurisdictions
This document does not constitute an offer of new ordinary shares ("New Shares") of the Company in any jurisdiction in which it would be unlawful. New Shares may not be offered or sold in any country outside Australia except to the extent permitted below.
Hong Kong
This document has not been, and will not be, registered as a prospectus under the Companies Ordinance (Cap. 32) of Hong Kong (the Companies Ordinance ), nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the laws of Hong Kong (the SFO ). No action has been taken in Hong Kong to authorise or register this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the New Shares have not been and will not be offered or sold in Hong Kong by means of any document, other than (i) to "professional investors" (as defined in or in rules made under the SFO) or (ii) in other circumstances that do not result in this document being a "prospectus" (as defined in the Companies Ordinance) or that do not constitute an offer to the public within the meaning of that ordinance.
No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors (as defined in the SFO and any rules made under that ordinance). No person allotted New Shares may sell, or offer to sell, such shares, unless the sale is exempt from the prospectus and authorisation requirements of the laws of Hong Kong within six months following the date of issue of such shares.
The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice.
Singapore
This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in the Securities and Futures Act, Chapter 289 of Singapore (the SFA ).
This document has been given to you on the basis that you are (i) an "institutional investor" (as defined in section 274 of the SFA) or (ii) a "relevant person" (as defined under section 275(2) of the SFA).
Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
International Offer Jurisdictions
United Kingdom
Neither the information in this document nor any other document relating to the offer has been delivered for approval to the Financial Services Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA")) has been published or is intended to be published in respect of the New Shares.
Any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) received in connection with the issue or sale of the New Shares has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of FSMA does not apply to the Company.
In the United Kingdom, this document is being distributed only to, and is directed at, persons who are “qualified investors” (within the meaning of section 86(7) of FSMA) and (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 ("FPO"), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together "relevant persons"). The investments to which this document relates are available only to, and any invitation, offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
This document is issued on a confidential basis and the New Shares may not be offered or sold in the United Kingdom by means of this document, any accompanying letter or any other document, except in circumstances in which section 86(1) FSMA applies and which do not require the publication of a prospectus. This document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom.
United States
The New Shares have not been, and will not be, registered under the Securities Act or the securities laws of any state or jurisdiction of the United States and may only be offered and sold to certain investors in Australia, New Zealand and selected other jurisdictions who are not US Persons and are not acting for the account or benefit of US Persons, in each case in “offshore transactions” (as defined in Rule 902(h) under the Securities Act) in reliance on Regulation S under the Securities Act.
Germany
The information in this document is not an offer to sell New Shares to the public in the Federal Republic of Germany, and an offer and sale of the securities may not be made other than in compliance with the Securities Prospectus Act (Wertpapierprospektgesetz) as of 22 June 2005 implementing Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003, and the Securities Sales Prospectus Act (Wertpapier-Verkaufsprospektgesetz), or any other laws applicable in the Federal Republic of Germany governing the issue ,offering and sale of securities.
No sales prospectus has been or will be published with respect to the New Shares and no application to the competent authorities has been made under the Securities Prospectus Act or the Securities Sales Prospectus Act to publicly market the New Shares. Accordingly, no offering document will be distributed to the public in Germany.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
Competent Person Statements
Competent Person Statement for Mineral Resources and Drilling Results:
The information in this presentation to Mineral Resources and Drilling Results is based on information compiled by Byron Dumpleton, who is a member of the Australian Institute of Geoscientists. Mr Dumpleton is a full-time employee of Straits Resources Limited and has sufficient experience relevant to the style of mineralisation, type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the “Australasian Code for Reporting of Mineral Resources and Ore Reserves”. Mr Dumpleton consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.
Mineral Resources reported are inclusive of Ore Reserves.
Discrepancies in Resource Table summations may occur due to rounding.
Competent Person Statement for Ore Reserves:
The information in this presentation that relates to Ore Reserves is based on information compiled by Peter Storey, who is a member of the Australasian Institute of Mining and Metallurgy. Mr Storey is a full-time employee of Straits Resources Limited and has sufficient experience relevant to the style of mineralisation, type of deposit under consideration and to the activity which he is undertaken to qualify as a Competent Person as defined in the 2004 Edition of the “Australasian Code for Reporting of Mineral Resources and Ore Reserves”. Mr Storey consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.
Discrepancies in Reserve Table summations may occur due to rounding.
Forward-Looking Information
Certain statements contained in this press release constitute forward-looking statements or forward-looking information. The words “intend”, “may”, “would”, “could”, “will”, “plan”, “anticipate”, “believe”, “estimate”, “expect”, “target” and similar expressions are intended to identify forward-looking statements. These statements are based on certain factors and assumptions and while Straits considers these factors and assumptions to be reasonable based on information currently available, they may prove to be incorrect. Forward-looking statements are given only as at the date of this release and Straits disclaims any obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
About Straits Resources
Straits Resources Ltd (ASX Code: SRQ) is a mining and exploration company focused on copper and gold in Australia and Asia. Straits owns and operates the Tritton copper mine in NSW and the Mt Muro gold mine in Indonesia and has an exciting exploration portfolio focusing on projects in NSW and South Australia.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS