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AURIS MINERALS LIMITED — Capital/Financing Update 2012
Jan 8, 2012
64462_rns_2012-01-08_82bfef8b-214a-454d-a648-c4fe9a3f56e2.pdf
Capital/Financing Update
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ASX Announcement
9 January 2012
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RESOURCE AND INVESTMENT NL (RNI) TO BECOME AUSTRALIAN GOLD PRODUCER FOLLOWING $35M DEAL TO ACQUIRE FORTNUM PROJECT AND EXTENSIVE TENEMENT PACKAGE
COMPANY-MAKING ACQUISITION DELIVERS 1.2Moz JORC RESOURCE, PROCESSING PLANT AND OUTSTANDING EXPLORATION UPSIDE
HIGHLIGHTS
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RNI to acquire Grosvenor Gold, owner of the Fortnum Gold Project and extensive 1,791km[2] tenement package in WA, from BlueCrest Mercantile Master Fund Limited.
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Acquisition will increase RNI’s footprint in the Bryah-Padbury Basin more than five-fold to 2,225km[2] , including 100km strike of Narracoota Volcanics, host of the world-class DeGrussa coppergold deposit.
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+100 walk-up drilling targets with outstanding exploration potential for new lode gold and VMS copper-gold discoveries.
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Existing 1.2Moz resource base and 1Mtpa processing plant offers path to near-term production.
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$35M consideration to BlueCrest to comprise $20M cash and $15M in RNI shares.
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Argonaut engaged to conditionally underwrite $30M in equity funding.
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New Holland Capital to arrange debt facility of approximately $20M to fund plant re-commissioning and provide additional working capital.
RESOURCE AND INVESTMENT NL ABN 77 085 806 284 34 Bagot Road Subiaco Western Australia 6008 PO Box 298 West Perth WA 6872 T +61 8 9489 9200 F +61 8 9489 9201 E [email protected] W rninl.com.au
Resource and Investment NL RNI SET TO BECOME SIGNIFICANT AUSTRALIAN GOLD PRODUCER
9 January 2012 Page | 2
Resource and Investment NL (ASX: RNI ) (RNI or the Company) is pleased to announce that it is poised to become a gold producer, with significant exploration upside, following a deal to acquire the Fortnum Gold Project and surrounding exploration tenements in WA’s highly prospective Bryah Basin for a total consideration of $35 million in cash and shares.
Fortnum hosts a JORC-compliant resource of 1.2 million ounces at a grade of 2.2g/t and has more than 100 walk-up drilling targets based on an extensive exploration database compiled by previous owners, offering outstanding exploration potential for both lode gold and VMS copper-gold deposits.
As part of the acquisition, RNI will gain the 1Mtpa Fortnum processing plant, which the Company plans to bring back into production within 12-18 months.
The acquisition will significantly increase RNI’s strategic footprint in the Bryah-Padbury Basin from 434km[2 ] currently to 2,225km[2] .
This will make RNI a dominant tenement holder in the region with control of a 100km strike length of the highly prospective Narracoota Volcanics, host to the world-class DeGrussa copper-gold deposit currently being developed by Sandfire Resources.
RNI has reached agreement to acquire the Fortnum Project following a tender process conducted by Cayman Island hedge fund BlueCrest, which took ownership of the project after the former operator fell into receivership in a low gold price environment.
PROJECT SUMMARY
The Fortnum Project, owned by BlueCrest subsidiary Grosvenor Gold Pty Ltd, is located 170km north-west of Meekatharra in WA (see Figure 2 attached). The acquired assets include:
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11 granted Mining Leases (ML’s) and 51 Exploration and Prospecting Leases (EL’s and PL’s) (see Table 2 attached – Tenement Schedule);
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open pit and underground resources in multiple deposits totalling 1.2Moz (see Table 1 attached – Resource Inventory);
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a carbon-in-leach (CIL) gold processing facility with a nameplate capacity of around 1Mtpa which was in production until May 2007(see Figure 1 below);
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an extensive exploration portfolio extending over a total area of 1,791km[2] stretching from the Great Northern Highway over 100km westwards, covering an approximate100km strike length of Narracoota Volcanics. The tenements are prospective for both lode gold and VMS-style deposits similar to the nearby DeGrussa copper-gold discovery;
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a +100-person accommodation village, airstrip and other utilities including communications, all located within 1km of the Fortnum mine site;
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a tailings storage facility and borefield; and
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a 40 per cent stake in the Robinson Range Iron Ore Project in WA managed by PepinNini Minerals.
RESOURCE AND INVESTMENT NL ABN 77 085 806 284
Resource and Investment NL RNI SET TO BECOME SIGNIFICANT AUSTRALIAN GOLD PRODUCER
9 January 2012 Page | 3
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Figure 1 – 1Mtpa Fortnum Gold Processing Plant
ACQUISITION DETAILS
RNI has entered into a Sale & Purchase Agreement with BlueCrest Mercantile Master Fund Limited under which RNI will acquire all the issued capital of Grosvenor Gold Pty Ltd for a total consideration of $35 million payable as $20 million in cash and $15 million of fully paid ordinary shares in RNI. Grosvenor Gold owns the Fortnum Mining Project and surrounding exploration tenements.
RNI will fund the cash component of the acquisition through an equity raising to be managed and conditionally underwritten by Argonaut Capital Ltd.
In addition, New Holland Capital will arrange a debt facility of approximately $20 million to fund the re-commissioning of the gold treatment plant and to provide additional working capital.
On completion, the equity financing of approximately $30 million and the debt facility of approximately $20 million will ensure RNI has sufficient funding to complete the acquisition and to pursue an aggressive exploration strategy as set out below.
The acquisition, the issue of shares to BlueCrest and components of the equity financing will require the approval of RNI shareholders. The date of the EGM at which shareholders can vote will be set after the price of the equity financing and share issue has been set.The pricing of the equity financing and share issue will be set on or before 20 January 2012.
FUTURE STRATEGY
Upon completion of the transaction, RNI will continue an extensive review of the assets with a particular emphasis on the existing JORC resource base at Fortnum and the vast exploration database.
As part of this review, RNI will finalise a mine plan, which has been reviewed by independent consultants, to resume gold production at Fortnum within 12-18 months. This plan forecasts initial gold production of approximately 50,000oz per annum at a forecast cash cost of A$826/oz.
RESOURCE AND INVESTMENT NL ABN 77 085 806 284
Resource and Investment NL RNI SET TO BECOME SIGNIFICANT AUSTRALIAN GOLD PRODUCER
9 January 2012 Page | 4
During this time, the Company will pursue a two-pronged approach which will see it undertake an extensive exploration program while also completing a $10.2 million recommissioning of the gold treatment plant.
The work to refurbish and re-start the gold treatment plant will be funded from part of the proceeds of the debt facility of approximately $20 million to be arranged by New Holland Capital. The debt facility will also provide ongoing working capital.
This strategy is aimed at enabling the Company to generate strong cash flow from production in the near-term, while at the same time growing the reserve and resource inventory with a view to further increasing mine life, production and cash flow.
SIGNIFICANT EXPLORATION UPSIDE
In addition to the physical assets, Grosvenor Gold has exploration data, assays and other intellectual property related to the properties. This includes an extensive drilling, geophysical and geochemical database and records, including information on preliminary exploration programs undertaken by previous explorers for gold deposits before the discovery of DeGrussa transformed the exploration potential of the region.
In recent years Grosvenor Gold has retained West Perth-based exploration consultancy CSA Global to progress exploration of these tenements, including current geophysical programs such as ground EM and micro-gravity surveys.
The Fortnum Project and surrounding tenements represent a dominant tenement position, and one of the most prospective, in the Bryah Basin. The acquisition will complementRNI’s existing 434km[2] tenement package, which includes the flagship Doolgunna Project located immediately south of DeGrussa.
The package includes more than 100 walk-up drilling targets, providing an outstanding opportunity for RNI to increase the current gold resource inventory and to target the discovery of new copper-gold deposits similar to DeGrussa.
RNI Executive Chairman Miles Kennedy said he was delighted to have secured a deal to buy the highly sought-after Fortnum Project and exploration assets from BlueCrest.
“This represents a company-making acquisition for RNI which offers a compelling combination of near-term production potential and exploration upside,” said Mr Kennedy.
“Quality acquisition opportunities in the Australian mining and exploration industry are increasingly difficult to identify. This standout opportunity will give RNI the ability to join the ranks of Australian gold producers within 12-18 months as well as to consolidate a world-class exploration portfolio in one of Australia’s hottest exploration provinces – the Bryah Basin of Western Australia.”
ASCIDIAN OPTION
RNI has reached agreement with Ascidian Prospecting Pty Ltd to vary the terms of an option agreement signed in April 2010 to acquire 100% of the flagship Doolgunna Project (E52/2438).
Under the deed of variation, Ascidian will receive $50,000 cash and two million RNI options exercisable at $1 by 25 November 2013.
RESOURCE AND INVESTMENT NL ABN 77 085 806 284
Resource and Investment NL RNI SET TO BECOME SIGNIFICANT AUSTRALIAN GOLD PRODUCER
9 January 2012 Page | 5
Upon exercising of the option to acquire the Doolgunna Project, RNI will pay Ascidian $2 million cash and three million ordinary fully paid RNI shares.
This replaces the original agreement terms, under which Ascidian was previously entitled to shares in RNI equivalent to 20% of the Company upon exercise of the option to acquire the Doolgunna Project.
Ascidian will retain a royalty of 1.5% of any metals or minerals recovered from the tenement. The deed of variation with Ascidian will take effect contemporaneously with the completion of the BlueCrest transaction.
For further information, contact:
MILES KENNEDY – CHAIRMAN Resource and Investment NL
PAUL ARMSTRONG Read Corporate
Tel: +61-8 9489 9200
Mobile: +61 421 619 084
RESOURCE AND INVESTMENT NL ABN 77 085 806 284
Resource and Investment NL RNI SET TO BECOME SIGNIFICANT AUSTRALIAN GOLD PRODUCER
9 January 2012 Page | 6
Table 1 - Resource Inventory
| Project | Cut- off (g/t) |
Tonnes | Grade (Au g/t) |
Tonnes | Grade (Au g/t) |
Tonnes | Grade (Au g/t) |
Tonnes | Grade (Au g/t) |
Au Ounces 331,800 252,500 67,500 124,700 18,800 27,400 21,500 17,300 47,400 162,900 66,900 44,700 14,300 1,197,700 |
|---|---|---|---|---|---|---|---|---|---|---|
Measured |
Indicated |
Inferred |
Total |
|||||||
| Yarlarweelor | 0.7 | -- | -- | 4,333,000 | 2 | 1,216,000 | 1.87 | 5,549,000 | 1.9 | |
| Starlight | 1 | -- | -- | 1,558,000 | 3 | 924,000 | 3.4 | 2,482,000 | 3.2 | |
| Starlight Hanging Wall |
1 | -- | -- | 145,000 | 4.3 | 503,000 | 2.9 | 648,000 | 3.2 | |
| Twilight | 1 | -- | -- | 1,138,000 | 2.7 | 316,000 | 2.6 | 1,454,000 | 2.7 | |
| Ricks | 1 | -- | -- | 232,000 | 1.9 | 63,000 | 2.1 | 295,000 | 2 | |
| Midnight | 1 | -- | -- | 229,000 | 2.3 | 124,000 | 2.7 | 353,000 | 2.4 | |
| Dougies | 1 | -- | -- | 99,000 | 3.1 | 123,000 | 2.9 | 222,000 | 3 | |
| Eldorado | 0.6 | -- | -- | -- | -- | 386,400 | 1.4 | 386,400 | 1.4 | |
| Toms and Sams |
1 | -- | -- | -- | -- | 780,000 | 1.9 | 780,000 | 1.9 | |
| Horseshoe | 0.75 | -- | -- | -- | -- | 2,245,500 | 2.3 | 2,245,500 | 2.3 | |
| Nathans | 0.75 | -- | -- | -- | -- | 1,081,400 | 1.9 | 1,081,400 | 1.9 | |
| Callies | 0.6 | -- | -- | -- | -- | 801,300 | 1.7 | 801,300 | 1.7 | |
| Regent | 0.6 | -- | -- | -- | -- | 328,300 | 1.4 | 328,300 | 1.4 | |
| TOTAL | - | 7,734,000 | 8,891,900 | 16,625,900 | 2.2 |
Cut-off grade is nominal. Resource is in-situ, except for Yarlarweelor which is estimated with MIK and has mining dilution, otherwise no mining dilution or metallurgical recovery applied. Rounding of grade, ounces and tonnes may result in computational discrepancies
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Figure 2 – Fortnum Gold Project Tenements and Location
RESOURCE AND INVESTMENT NL ABN 77 085 806 284
Resource and Investment NL RNI SET TO BECOME SIGNIFICANT AUSTRALIAN GOLD PRODUCER
9 January 2012 Page | 7
Table 2 - Acquired Tenement position as at 9 January 2012
| Tenement | TYPE | Grant Date | End Date | Area (ha) |
Area (block s) |
Area (ha) |
% Interest |
Other parties |
|---|---|---|---|---|---|---|---|---|
| E 5101033 | EXPLORATION LICENCE |
22/09/2005 | 21/09/2012 | 53 | 16430 | 40 | Jackson and PepinNini |
|
| E 5101053 | EXPLORATION LICENCE |
22/09/2005 | 21/09/2012 | 35 | 10850 | 100 | ||
| E 5101060 | EXPLORATION LICENCE |
20/07/2005 | 19/07/2012 | 1 | 310 | 100 | ||
| E 5101085 | EXPLORATION LICENCE |
22/09/2005 | 21/09/2012 | 17 | 5270 | 100 | ||
| E 5101120 | EXPLORATION LICENCE |
10/08/2006 | 9/08/2013 | 70 | 21700 | 100 | ||
| E 5101134 | EXPLORATION LICENCE |
15/11/2006 | 14/11/2011 | 4 | 1240 | 100 | ||
| E 5201613 | EXPLORATION LICENCE |
29/03/2006 | 28/03/2013 | 30 | 9300 | 40 | Jackson and PepinNini |
|
| E 5201655 | EXPLORATION LICENCE |
23/02/2004 | 22/02/2013 | 8 | 2480 | 100 | ||
| E 5201659 | EXPLORATION LICENCE |
27/01/2004 | 26/01/2013 | 13 | 4030 | 100 | ||
| E 5201670 | EXPLORATION LICENCE |
23/11/2004 | 22/11/2011 | 9 | 2790 | 40 | Jackson and PepinNini |
|
| E 5201671 | EXPLORATION LICENCE |
23/11/2004 | 22/11/2011 | 61 | 18910 | 100 | ||
| E 5201672 | EXPLORATION LICENCE |
22/09/2005 | 21/09/2012 | 35 | 10850 | 40 | Jackson and PepinNini |
|
| E 5201817 | EXPLORATION LICENCE |
13/10/2008 | 12/10/2013 | 1 | 310 | 100 | ||
| E 5201818 | EXPLORATION LICENCE |
14/04/2005 | 13/04/2012 | 2 | 620 | 100 | ||
| E 5201832 | EXPLORATION LICENCE |
16/03/2009 | 15/03/2014 | 19 | 5890 | 100 | ||
| E 5201910 | EXPLORATION LICENCE |
10/08/2006 | 9/08/2013 | 67 | 20770 | 50 | PepinNini | |
| E 5201951 | EXPLORATION LICENCE |
26/02/2007 | 25/02/2012 | 29 | 8990 | 100 | ||
| E 5201964 | EXPLORATION LICENCE |
1/11/2007 | 31/10/2012 | 18 | 5580 | 100 | ||
| E 5202059 | EXPLORATION LICENCE |
17/02/2010 | 16/02/2015 | 2 | 620 | 100 | ||
| E 5201846 | EXPLORATION LICENCE |
2/11/2011 | 01/11/2015 | 66 | 20460 | 100 | ||
| L 5200102 | MISCELLANEOUS LICENCE |
11/11/2008 | 10/11/2029 | 9 | 9 | 100 | ||
| M 5200005 | MINING LEASE | 20/04/1983 | 19/04/2025 | 464.8 | 464.8 | 100 | ||
| M 5200006 | MINING LEASE | 20/04/1983 | 19/04/2025 | 479.6 | 479.6 | 100 | ||
| M 5200093 | MINING LEASE | 8/02/1988 | 7/02/2030 | 772 | 772 | 100 | ||
| M 5200095 | MINING LEASE | 8/02/1988 | 7/02/2030 | 649.3 | 649.3 | 100 | ||
| M 5200096 | MINING LEASE | 8/02/1988 | 7/02/2030 | 682.7 | 682.7 | 100 | ||
| M 5200098 | MINING LEASE | 8/02/1988 | 7/02/2030 | 910.6 | 910.6 | 100 | ||
| M 5200099 | MINING LEASE | 8/02/1988 | 7/02/2030 | 486.1 | 486.1 | 100 | ||
| M 5200125 | MINING LEASE | 30/12/1988 | 29/12/2030 | 338 | 338 | 100 | ||
| M 5200132 | MINING LEASE | 11/05/1989 | 10/05/2031 | 698.2 | 698.2 | 100 | ||
| M 5200133 | MINING LEASE | 11/05/1989 | 10/05/2031 | 879.7 | 879.7 | 100 | ||
| M 5200338 | MINING LEASE | 28/10/1992 | 27/10/2013 | 684.3 | 684.3 | 100 | ||
| P 5201114 | PROSPECTING LICENCE |
8/01/2009 | 7/01/2013 | 48 | 48 | 100 | ||
| P 5201147 | PROSPECTING LICENCE |
3/01/2007 | 2/01/2015 | 130 | 130 | 100 |
RESOURCE AND INVESTMENT NL ABN 77 085 806 284
Resource and Investment NL RNI SET TO BECOME SIGNIFICANT AUSTRALIAN GOLD PRODUCER
9 January 2012 Page | 8
| P 5201148 | PROSPECTING LICENCE |
3/01/2007 | 2/01/2015 | 168 | 168 | 100 | ||
|---|---|---|---|---|---|---|---|---|
| P 5201149 | PROSPECTING LICENCE |
3/01/2007 | 2/01/2015 | 160 | 160 | 100 | ||
| P 5201150 | PROSPECTING LICENCE |
3/01/2007 | 2/01/2015 | 180 | 180 | 100 | ||
| P 5201151 | PROSPECTING LICENCE |
3/01/2007 | 2/01/2015 | 200 | 200 | 100 | ||
| P 5201152 | PROSPECTING LICENCE |
3/01/2007 | 2/01/2015 | 190 | 190 | 100 | ||
| P 5201153 | PROSPECTING LICENCE |
3/01/2007 | 2/01/2015 | 190 | 190 | 100 | ||
| P 5201154 | PROSPECTING LICENCE |
3/01/2007 | 2/01/2015 | 190 | 190 | 100 | ||
| P 5201155 | PROSPECTING LICENCE |
3/01/2007 | 2/01/2015 | 124 | 124 | 100 | ||
| P 5201156 | PROSPECTING LICENCE |
3/01/2007 | 2/01/2015 | 160 | 160 | 100 | ||
| P 5201157 | PROSPECTING LICENCE |
3/01/2007 | 2/01/2015 | 190 | 190 | 100 | ||
| P 5201158 | PROSPECTING LICENCE |
3/01/2007 | 2/01/2015 | 190 | 190 | 100 | ||
| P 5201159 | PROSPECTING LICENCE |
3/01/2007 | 2/01/2015 | 190 | 190 | 100 | ||
| P 5201160 | PROSPECTING LICENCE |
3/01/2007 | 2/01/2015 | 133 | 133 | 100 | ||
| P 5201161 | PROSPECTING LICENCE |
3/01/2007 | 2/01/2015 | 198 | 198 | 100 | ||
| P 5201162 | PROSPECTING LICENCE |
3/01/2007 | 2/01/2015 | 198 | 198 | 100 | ||
| P 5201163 | PROSPECTING LICENCE |
3/01/2007 | 2/01/2015 | 193 | 193 | 100 | ||
| P 5201164 | PROSPECTING LICENCE |
3/01/2007 | 2/01/2015 | 171 | 171 | 100 | ||
| P 5201165 | PROSPECTING LICENCE |
3/01/2007 | 2/01/2015 | 156 | 156 | 100 | ||
| P 5201169 | PROSPECTING LICENCE |
3/01/2007 | 2/01/2015 | 56 | 56 | 100 | ||
| P 5201170 | PROSPECTING LICENCE |
3/01/2007 | 2/01/2015 | 193 | 193 | 100 | ||
| P 5201171 | PROSPECTING LICENCE |
3/01/2007 | 2/01/2015 | 175 | 175 | 100 | ||
| P 5201172 | PROSPECTING LICENCE |
3/01/2007 | 2/01/2015 | 178 | 178 | 100 | ||
| P 5201194 | PROSPECTING LICENCE |
8/01/2009 | 7/01/2013 | 192 | 192 | 100 | ||
| P 5201197 | PROSPECTING LICENCE |
8/01/2009 | 7/01/2013 | 112 | 112 | 100 | ||
| P 5201198 | PROSPECTING LICENCE |
8/01/2009 | 7/01/2013 | 96 | 96 | 100 | ||
| P 5201201 | PROSPECTING LICENCE |
8/01/2009 | 7/01/2013 | 128 | 128 | 100 | ||
| P 5201202 | PROSPECTING LICENCE |
8/01/2009 | 7/01/2013 | 144 | 144 | 100 | ||
| P 5201214 | PROSPECTING LICENCE |
8/01/2009 | 7/01/2013 | 74 | 74 | 100 |
RESOURCE AND INVESTMENT NL ABN 77 085 806 284
Resource and Investment NL RNI SET TO BECOME SIGNIFICANT AUSTRALIAN GOLD PRODUCER
9 January 2012 Page | 9
Competent Person’s Statement
The information in this ASX release that relates to Exploration Results and Mineral Resources is based on information compiled by Mr Albert Thamm, who is a Fellow and Chartered Professional of the Australasian Institute of Mining and Metallurgy. Mr Thamm is a Geological Consultant to and Director of Resource and Investment NL and has sufficient experience which is relevant to the style of mineralisation and types of deposit under consideration and to the activities undertaken to qualify as a Competent Person as defined in the 2004 Edition of the Australasian Code of Reporting of Mineral Resources and Ore Reserves. Mr Thamm consents to the inclusion in the release dated 3 January 2012 of the matters based on information in the form and context in which it appears.
Forward-Looking Statements
This announcement has been prepared by Resource and Investment NL. This document contains background information about Resource and Investment NL current at the date of this announcement. The announcement is in summary form and does not purport to be all inclusive or complete. Recipients should conduct their own investigations and perform their own analysis in order to satisfy themselves as to the accuracy and completeness of the information, statements and opinions contained in this presentation.
This announcement is for information purposes only. Neither this announcement nor the information contained in it constitutes an offer, invitation, solicitation or recommendation in relation to the purchase or sale of shares in any jurisdiction.
This announcement may not be distributed in any jurisdiction except in accordance with the legal requirements applicable in such jurisdiction. Recipients should inform themselves of the restrictions that apply in their own jurisdiction. A failure to do so may result in a violation of securities laws in such jurisdiction.
This announcement does not constitute investment advice and has been prepared without taking into account the recipient’s investment objectives, financial circumstances or particular needs and the opinions and recommendations in this representation are not intended to represent recommendations of particular investments to particular investments to particular persons. Recipients should seek professional advice when deciding if an investment is appropriate. All securities transactions involve risks, which include (among others) the risk of adverse or unanticipated market, financial or political developments.
To the fullest extent permitted by law, Resource and Investment NL, its officers, employees, agents and advisers do not make any representation or warranty, express or implied, as to the currency, accuracy, reliability or completeness of any information, statements, opinion, estimates, forecasts or other representations contained herein. No responsibility for any errors or omissions arising out of negligence or otherwise is accepted.
This announcement may include forward-looking statements. Forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions which are outside the control of Resource and Investment NL. Actual values, results or events may be materially different to those expressed or implied in this presentation. Given these uncertainties, recipients are cautioned not to place reliance on forward-looking statements. Any forward-looking statements speak only at the date of issue of this presentation. Subject to any continuing obligations under applicable law and ASX Listing Rules Resource and Investment NL does not undertake any obligation to update or revise any information or any of the forward-looking statements in this presentation or any changes in events, conditions or circumstances on which any such forward-looking statement is based.
RESOURCE AND INVESTMENT NL ABN 77 085 806 284