AI assistant
Brockman Mining Limited — Proxy Solicitation & Information Statement 2011
Oct 13, 2011
48994_rns_2011-10-13_b4f2bb2d-0162-4a6c-9e68-256060e54401.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
THIS SupplemenTal CIRCulaR IS ImpORTanT anD ReQuIReS YOuR ImmeDIaTe aTTenTIOn
If you are in any doubt as to any aspect of this supplemental circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Wah Nam International Holdings Limited (the “Company”), you should at once hand this supplemental circular, to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this supplemental circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this supplemental circular.
This supplemental circular appears for information purposes only and does not constitute an offer or invitation to subscribe for, acquire or purchase any securities nor is it calculated to invite any such offer or invitation. In particular, this supplemental circular is not an offer of securities for sale in Hong Kong, the united States or elsewhere. Securities may not be offered or sold in the united States absent registration or an exemption from registration.
==> picture [98 x 46] intentionally omitted <==
WaH nam InTeRnaTIOnal HOlDInGS lImITeD 華南投資控股有限公司[*] (incorporated in Bermuda with limited liability)
(SeHK stock code: 159) (aSX stock code: WnI)
SupplemenTal CIRCulaR In RelaTIOn TO THe TaKeOVeR OFFeR FOR all SHaReS In BROCKman ReSOuRCeS lImITeD
Financial adviser
==> picture [118 x 46] intentionally omitted <==
This supplemental circular shall be read in conjunction with the circular of the Company dated 26 November 2010.
- for identification purpose only
17 October 2011
COnTenTS
| Page | |
|---|---|
| DeFInITIOnS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
| GlOSSaRY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5 |
| leTTeR FROm THe BOaRD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 |
| appenDIX I — FInanCIal InFORmaTIOn OF THe GROup. . . . . . . . |
I-1 |
| appenDIX II — FInanCIal InFORmaTIOn OF THe BRm GROup. . . |
II-1 |
| appenDIX III — unauDITeD pRO FORma FInanCIal InFORmaTIOn | |
| OF THe enlaRGeD GROup. . . . . . . . . . . . . . . . . . . . | III-1 |
| appenDIX IV — COmpeTenT peRSOn’S RepORT On | |
| BRm’S mIneRal aSSeTS. . . . . . . . . . . . . . . . . . . . . . . | IV-1 |
| appenDIX V — ValuaTIOn RepORT On |
|
| BRm’S mIneRal aSSeTS. . . . . . . . . . . . . . . . . . . . . . . | V-1 |
| appenDIX VI — GeneRal InFORmaTIOn. . . . . . . . . . . . . . . . . . . . . . . . | VI-1 |
— i —
DeFInITIOnS
In this circular, unless the context requires otherwise, the following terms shall have the following meanings:
| “ASX” | ASX Limited (trading as the Australian Securities Exchange) |
|---|---|
| “Atlas” | Atlas Iron Limited ABN 110 396 168, the ordinary shares of |
| which are listed on ASX | |
| “Atlas Consideration | Atlas Shares to be issued by Atlas as consideration for the |
| Shares” | Atlas Takeover Offer |
| “Atlas Takeover Offer” | the takeover offer by Atlas to acquire all the FRS Shares |
| not held by it for a consideration of one Atlas Consideration | |
| Share for every four FRS Shares tendered | |
| “AUD” | Australian dollars, the lawful currency of Australia |
| “Bidder’s Statement(s)” | each of, and where the case requires it, both, the offer |
| documents issued by WN Australia in respect of each of the | |
| Takeover Offers dated 15 December 2010 | |
| “Board” | the board of Directors of the Company |
| “BRM” | Brockman Resources Limited ACN 009 372 150, the |
| ordinary shares of which are listed on ASX | |
| “BRM Board” | the board of directors of BRM |
| “BRM Group” | BRM and its subsidiaries |
| “BRM Offer” | the takeover offer by WN Australia to acquire all the BRM |
| Shares not held by it as set out in the Bidder’s Statement | |
| which was completed | |
| “BRM Shareholders” | holders of BRM Shares |
| “BRM Shares” | ordinary fully paid shares in BRM |
| “Company” or “Wah Nam” | Wah Nam International Holdings Limited, the shares of |
| which are dually listed on the Stock Exchange and on ASX |
— 1 —
DeFInITIOnS
| “Consideration WN Shares” | WN Shares which may be issued by the Company as the |
|---|---|
| consideration for the Takeover Offers | |
| “Corporations Act” | the Australian Corporations Act 2001 (Cth) |
| “Directors” | the directors of the Company |
| “Enlarged Group” | for the purposes of the preparation of the unaudited pro |
| forma financial information as set out in Appendix III to | |
| this circular, the group combining the Group (prior to the | |
| completion of the BRM Offer) and the BRM Group as at the | |
| dates and/or during the periods specified | |
| “FRS” | FerrAus Limited ACN 097 422 529, the ordinary shares of |
| which are listed on ASX | |
| “FRS Offer” | the takeover offer by WN Australia to acquire all the FRS |
| Shares not held by it as set out in the Bidder’s Statement | |
| which lapsed on 15 July 2011 | |
| “FRS Options” | options issued by FRS carrying rights to subscribe for |
| new FRS Shares subject to the terms and conditions of the | |
| options | |
| “FRS Performance Shares” | 7,500,000 performance shares issued by FRS which are |
| convertible into FRS Shares subject to the fulfillment of | |
| certain events as detailed in section 4.11 of the Bidder’s | |
| Statement | |
| “FRS Shares” | ordinary fully paid shares in FRS |
| “FRS Shareholders” | holders of FRS Shares |
| “Group” | the Company and its subsidiaries (including the BRM Group |
| with effect from 16 June 2011) | |
| “HK$” | Hong Kong dollars, the lawful currency of Hong Kong |
— 2 —
DeFInITIOnS
| “Independent Third Parties” | independent third parties who is/are not connected person(s) |
|---|---|
| of the Company and is/are independent of and not connected | |
| with the Company and directors, chief executive and | |
| substantial shareholders of the Company or any of its | |
| subsidiaries or their respective associates (as defined in the | |
| Listing Rules) | |
| “Initial Circular” | the Company’s circular dated 26 November 2010 |
| “Issue Mandate” | a specific mandate granted by Shareholders to the Board |
| authorising and allowing the Board to allot and issue up | |
| to 600,000,000 new WN Shares subject to the terms and | |
| conditions as detailed in the paragraph headed “Conditions | |
| of the Issue Mandate” in the Initial Circular | |
| “JORC Code” | the Australasian Code for Reporting of Exploration Results, |
| Mineral Resources and Ore Reserves (4th Edition) | |
| “Latest Practicable Date” | 12 October 2011, being the latest practicable date prior to |
| the printing of this supplemental circular for ascertaining | |
| certain information contained herein | |
| “Listing Rules” | the Rules Governing the Listing of Securities on the Stock |
| Exchange | |
| “PRC” | the People’s Republic of China |
| “Relevant Interest” | has the meaning given in sections 608 and 609 of the |
| Corporations Act | |
| “SFO” | the Securities and Futures Ordinance (Chapter 571 of the |
| Laws of Hong Kong) | |
| “Shareholders” | holders of any WN Shares |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “Takeover Offer(s)” | the BRM Offer and/or the FRS Offer (as the case may be) |
— 3 —
DeFInITIOnS
“WN Australia” Wah Nam International Australia Pty Ltd, a wholly-owned subsidiary of the Company “WN Shares” ordinary shares of HK$0.10 each in the share capital of the Company
AUD is converted into HK$ at an exchange rate of AUD1.00 = HK$8.1 for illustrative purposes in this circular.
— 4 —
GlOSSaRY
This glossary of technical terms contains terms used in this supplemental circular in connection with the Group. As such, these terms and their meanings may not correspond to standard industry meaning or usage of these terms:
“alumina” a light, silvery-white, ductile metal with high electrical conductivity and good resistance to corrosion. Obtained from bauxite “Bt” billion tonnes “CaFe” calcined iron “channel iron deposit” a type of iron ore deposit that forms when iron accumulates in ancient channels as runoff from iron rich rocks. Over time, the iron accumulation silicifies into a hard rock. This hardness often results in less erosion over time with channel iron deposits often found as small hills “direct shipping ore” or ore that requires little processing prior to delivery to “DSO” customers. For DSO iron ore, the ore is crushed and screened, with material <6mm classed as fines and ≥6mm classed as lump “dmtu” dry metric ton unit “Fe” iron “FOB” free on board “gravity circuit” an instrument used for the grading of ores into different sorts and the separation of waste by the difference in the specific gravity of the minerals
— 5 —
GlOSSaRY
| “LOI” | means loss on ignition. As applied to chemical analyses, |
|---|---|
| the loss in weight that results from heating a sample of | |
| material to a high temperature, after preliminary drying at a | |
| temperature just above the boiling point of water. The loss | |
| in weight upon drying is called free moisture; that which | |
| occurs above the boiling point of water, loss on ignition. | |
| Essentially, the loss on ignition is a measure of the water | |
| content of the ore, which evaporates when the ore is fed into | |
| a blast furnace | |
| “m” | metres |
| “Mt” | million tonnes |
| “Mtpa” | million tonnes per annum |
| “phosphorous” | a non-metallic element of the nitrogen group (symbol: P); |
| is never found free in nature, but is widely distributed in | |
| combination with minerals | |
| “silica” | an igneous rock composes essentially of primary quartz |
| “sulphur” | a pale yellow non-metallic element occurring widely in |
| nature in several free and combined allotropic forms. It | |
| is used in black gunpowder, rubber vulcanization, the | |
| manufacture of insecticides and pharmaceuticals, and in the | |
| preparation of sulphur compounds such as hydrogen sulfide | |
| and sulfuric acid | |
| “water table” | the underground depth at which point the ground is totally |
| saturated by water |
— 6 —
leTTeR FROm THe BOaRD
==> picture [98 x 45] intentionally omitted <==
WaH nam InTeRnaTIOnal HOlDInGS lImITeD 華南投資控股有限公司[*]
(incorporated in Bermuda with limited liability)
(SeHK stock code: 159)
(aSX stock code: WnI)
Executive Directors:
Mr. Luk Kin Peter Joseph Mr. Chan Kam Kwan, Jason
Independent non-executive Directors: Mr. Lau Kwok Kuen, Eddie Mr. Uwe Henke Von Parpart Mr. Yip Kwok Cheung, Danny
Registered office: Clarendon House 2 Church Street Hamilton HM11 Bermuda
Head office and principal office of business in Hong Kong: Room 2805, 28/F., West Tower Shun Tak Centre 168-200 Connaught Road Central Sheung Wan, Hong Kong
17 October 2011
To the Shareholders
Dear Sirs,
SupplemenTal InFORmaTIOn In RelaTIOn TO THe BRm OFFeR
InTRODuCTIOn
Reference is made to the Initial Circular dated 26 November 2010 in relation to among others the Takeover Offers comprising the BRM Offer and the FRS Offer.
The BRM Offer became unconditional on 6 May 2011 and closed at 4:00 p.m. Australian Western Standard Time on 15 June 2011. Upon completion of the BRM Offer, the Group held a Relevant Interest of approximately 55.33% of all issued BRM Shares and, since then BRM has become a subsidiary of the Company. The FRS Offer has not become unconditional and lapsed on 15 July 2011.
- for identification purpose only
— 7 —
leTTeR FROm THe BOaRD
The Takeover Offers constituted very substantial acquisitions for the Company under the Listing Rules. Due to inaccessibility to the books and records of BRM and FRS at the time of preparing the Initial Circular, certain information required by the Listing Rules was not included in the Initial Circular. As the BRM Offer was completed and BRM has become a subsidiary of the Company, pursuant to Rule 14.67A of the Listing Rules, the Company sets out herein further information in relation to BRM and relevant updates in relation to the Group and BRM in accordance with the Listing Rules. This supplemental circular should be read in conjunction with the Initial Circular.
As set out in the announcement of the Company dated 20 September 2011, Atlas announced on 27 June 2011 its intention to make the Atlas Takeover Offer pursuant to which FRS Shareholders will receive one Atlas Consideration Share for every four FRS Shares tendered. On 20 September 2011, the Board resolved to accept the Atlas Takeover Offer in respect of 40,934,400 FRS Shares held by the Group, representing an approximately 10.01% equity interest in FRS, in exchange for 10,233,600 Atlas Consideration Shares, representing an approximately 1.17% equity interest in Atlas (based on the number of Atlas Shares in issue as at 19 September 2011 as enlarged by the issue of such Atlas Consideration Shares to the Group). If Atlas acquired the entire issued share capital of FRS (assuming full exercise of all FRS Options outstanding as at the date of the Bidder’s Statement and conversion of all FRS Performance Shares) pursuant to the Atlas Takeover Offer, the shareholding interest that the Group will hold in Atlas will be 1.15%.
BRm OFFeR
The BRM Offer became unconditional on 6 May 2011 and closed at 4:00 p.m. Australian Western Standard Time on 15 June 2011. At the close of the BRM Offer, the Company held a Relevant Interest of approximately 55.33% of all issued BRM Shares and pursuant to the acceptances of the BRM Offer, the Company issued 1,432,980,840 Consideration WN Shares. BRM has become a subsidiary of the Company. As at the Latest Practicable Date, the Company held approximately 55.33% of the issued share capital of BRM.
InFORmaTIOn On BRm
BRM remains listed on ASX. Information on BRM was set out in the Initial Circular. Set out below are updates on BRM based on information published by BRM after the Initial Circular and up to the Latest Practicable Date.
— 8 —
leTTeR FROm THe BOaRD
mineral resources projects of BRm
(a) Marillana Project
Development of the project
After the publication of the Initial Circular, BRM announced on 3 December 2010 that it has awarded the front end engineering design (“FEED”) services contract for the design and construction of the Marillana Project (Stage 1) to UGL Resources Pty Ltd (“UGL”), a wholly owned subsidiary of UGL Limited, one of Australia’s leading providers of project delivery services in the mining and mineral processing, oil and gas, chemicals and industrial processing industries.
In conjunction with the FEED engineering, BRM engaged Evans and Peck Pty Ltd, an international advisory company that supports government and private organisations in the conception, development and delivery of major projects throughout Australia, Asia and the Middle East to assist with the compilation of the bankable feasibility study (the “BFS”). The BFS currently is progressing and is to be completed once BRM has resolved its arrangement with infrastructure providers. DRA Pacific, a recognised leader in the field of mineral beneficiation and process design, will be assisting BRM to review the plant operations philosophy and prepare an operational readiness plan.
UGL continued to progress the FEED stage of the project for further support the progress for BFS completion. Engineering and design activities included significant three-dimensional modelling of the process plant and support infrastructure to enable the development of quantities required for the BFS capital cost estimate. These activities included the preparation of material take off lists and completion of design documents associated with the vendor bid packages released for pricing enquiries. UGL issued 57 equipment and materials pricing packages to prospective vendors to develop accurate and current project costs.
Focus was also on completing the process and instrumentation diagrams and process control philosophy for inclusion in the plant operation hazard reviews. UGL undertook a number of engineering risk workshops which would feed into the overall project risk register. MYR Consulting Pty Ltd, an independent and international risk consultant, had facilitated ongoing reviews of the project’s risk profile since the commencement of the project feasibility studies.
— 9 —
leTTeR FROm THe BOaRD
Development schedule
In an open briefing interview with BRM’s then Managing Director, Mr. Wayne Richards which was announced by BRM on 20 July 2011, the FEED was 81 percent complete then and was expected to be completed in late August or early September 2011.
According to the definitive feasibility study, the Marillana Project is expected to begin production in early 2014. The Directors have been discussing with the BRM Board about the latest status of the development schedule. The Directors are still reviewing the latest status given that BRM has been a subsidiary of the Company for only about four months. The Directors expect that the review will be completed in early November 2011. The Company will issue an announcement once the latest status of the development schedule has been ascertained.
Rail and port infrastructure
After the publication of the Initial Circular, BRM announced on 16 December 2010 that it was in advanced negotiations with Fortescue Metals Group Limited (“FMG”) regarding an agreement (the “FMG Agreement”) for an end-to-end rail haulage, port access and marketing service for the Marillana Project.
The analysis of alignment options for the potential rail spur from the mine site to the FMG mainline was completed with the second stage of environmental flora surveys planned to take place in the third quarter of 2011. Negotiations were continuing with FMG regarding the commercial and legal aspects of the proposed FMG Agreement. In consideration of these negotiations, work is continuing on the detailed engineering of the train loading configuration and rail alignment at the mine site to ensure alignment and integration with the potential train operating protocols. Pre-feasibility study (“PFS”) on the rail spur to connect with FMG mainline has been completed. A further detailed engineering work is anticipated to move along with the progress of BRM’s negotiation with FMG.
After the publication of the Initial Circular, the port development definitive feasibility study (the “Port DFS”) was issued by Sinclair Knight Merz for review by the members of the North West Infrastructure Group (“NWI”). The finalisation of Port DFS is currently ongoing. The NWI group continued to progress the necessary heritage, environmental and land approvals for the development of the port infrastructure at South West Creek and was continuing discussions with the Australian government, Port Hedland Port Authority and other infrastructure proponents for the determination of a rail access corridor connecting the South West
— 10 —
leTTeR FROm THe BOaRD
Creek stockyards to existing rail infrastructure(s). NWI engaged Evans and Peck to deliver the port project delivery execution plan which would consider and develop a comprehensive report on the preferred project delivery options.
Mining and metallurgy
After the publication of the definitive feasibility study for the Marillana Project (the “DFS”) on 29 September 2010, BRM performed several technical optimisation studies to support the FEED engineering processes including pilot plant beneficiation testwork based on a 150 tonne representative sample of ore from each of starter Pits 1 and 2, which would be reflective of the first six years of plant feed. Initial results for Pit 1 exceeded expectations based on the DFS testwork. Final product mass recovery through the pilot plant which was configured to replicate the final processing plant design, improved to over 43% compared to 41% based on similar grade material in the DFS. This was achieved whilst retaining product specifications at greater than 61% Fe and combined alumina and silica grades of up to 9.2%. Significantly, mass recovery through the gravity circuit increased to 74%, with 87% recovery of Fe units. The phosphorous and sulphur levels were less than 0.08% and 0.02% respectively.
Optiro Pty Ltd., mining consultants appointed by BRM, completed detailed pit scheduling, including fine and coarse reject movements and backfilling of pits, for the life of the mine. The mining contractors would utilise this schedule to determine the size and timing of mining fleet requirements and mining costs, which would then feed into the BFS.
Project approvals
BRM announced on 17 February 2011 that it received state environmental approval for the development of the Marillana mine.
BRM submitted an “Early Works” mining proposal and project management plan to the Department of Mines and Petroleum (“DMP”) to establish a temporary fly camp, a permanent accommodation camp and associated facilities for approximately 300 construction personnel, access roads and associated works. In conjunction with the mining proposal, a “Works Approval” application was lodged with the Western Australia Department of Environment and Conservation for the construction of the camp sewage facility and putrescible landfill, all proposals now are awaiting approval from the relevant department of Australian government. Other approval
— 11 —
leTTeR FROm THe BOaRD
activities included flora and habitat survey work of the proposed re-alignment of the Munjina-Roy Hill Road which was required for vegetation clearing permits and finalisation of the draft operating strategy which would support the life-of-mine water abstraction licence.
The Commonwealth Department of Sustainability, Environment, Water, Pollution and Communities that administered the Environment Protection and Biodiversity Conservation Act 1999, notified BRM that the mine site had been assessed as a “Controlled Action” with the level of assessment set at preliminary documentation.
The DMP has granted BRM’s application for a gas pipeline, to connect the Marillana Project to the Goldfields Gas Transmission Pipeline immediately south of Newman. Heritage surveys were completed over the entire corridor and no impediments to development were identified.
A heritage agreement was executed with the Palyku Native Title Claimant Group, whose traditional lands cover the northern parts of the proposed rail spur line, facilitating the commencement of heritage surveys over this area in early August 2011.
(b) Other iron ore projects
West Pilbara
After the publication of the Initial Circular, BRM announced the results of the initial programme of broad spaced reconnaissance drilling at its Duck Creek and West Hamersley projects in the West Pilbara. The significant intersections reported are as listed below:
Duck Creek:
-
20m at 56.6% Fe (61.5% CaFe) from 1m in the drill hole code no. DRC032
-
17m at 56.8% Fe (61.8% CaFe) from 0m in the drill hole code no. DRC029
-
19m at 55.3% Fe (62.0% CaFe) from 4m in the drill hole code no. DRC008
-
16m at 54.6% Fe (62.0% CaFe) from 4m in the drill hole code no. DRC002
— 12 —
leTTeR FROm THe BOaRD
West Hamersley:
-
13m at 55.6% Fe (62.9% CaFe) from 7m in the drill hole code no. WHRC025
-
9m at 58.8% Fe (60.5% CaFe) from 0m in the drill hole code no. WHRC031
-
CaFe is calculated by the formula CaFe = Fe%/(100-LOI)*100
These results are from the first drilling programmes conducted at both projects and have confirmed the results from surface reconnaissance in the area. Significant Direct Shipping Ore (“DSO”) grade mineralisation at shallow depths (often commencing at surface) were recorded from all targets drilled. Mineralisation contains very low levels of the contaminant phosphorous which should assist in finding markets for the mineralisation. Other contaminant levels (silica and alumina) were comparable with other West Pilbara channel iron deposits mineral resources reported by aspiring producers. A total of 1,657m was drilled at Duck Creek in 45 holes, with a further 407m in 36 shallow holes drilled at West Hamersley. Access restrictions prevented BRM from drilling all targets identified by surface sampling, but these areas should be available for drilling in 2011.
The shallow depth and the nature of the mineralisation suggested low cost mining, with the added advantage that all mineralisation was above the water table. BRM would continue drilling on these and other recently approved West Pilbara tenements in 2011 to build up a resource base sufficient to support BRM’s West Pilbara project hub.
These results confirmed the prospectivity of BRM’s West Pilbara ground and provided support for BRM’s objective of developing a second operating hub in the West Pilbara, utilising the Anketell Port facility.
Based on BRM’s quarterly report for the period ended 30 June 2011, a 120 hole infill and extension drilling program was prepared for the Duck Creek and West Hamersley projects within the West Pilbara project hub, with drilling expected to commence late in the September 2011 quarter following completion of the requisite heritage surveys. An initial 40 hole drilling program was also planned for the recently granted Mt Stuart project areas, located between Duck Creek and West Hamersley. Exploration licence E08/2011 at Red Hill, located about 60km west of Mt Stuart, was granted in June 2011 and mapping was underway.
— 13 —
leTTeR FROm THe BOaRD
Ophthalmia
After the publication of the Initial Circular, BRM completed the short reverse circulation drilling programme at the Kalgan prospect within the Ophthalmia project in December 2010. Reconnaissance mapping from the hematite mineralisation intersected in the 2010 drilling program identified DSO grade mineralisation in four areas at Coondiner (to 66% Fe), Kalgan Creek (to 66% Fe) and Ophthalmia Range (to 57% Fe). Of 31 surface samples collected, 20 assayed greater than 55% Fe, with six samples exceeding 60% Fe. Drilling to test these prospects was being planned in conjunction with the West Pilbara drilling.
BRM announced on 30 August 2011 that it has identified a significant new deposit of bedded hematite mineralisation at the Sirius prospect within the Ophthalmia tenements located 15km north of Newman in Western Australia’s Pilbara region.
The Sirius prospect is situated at the eastern end of the Parmelia Syncline and mineralization is hosted in intensely folded banded iron formations within the Boolgeeda Iron Formation of the Hamersley Group. The folded northern and southern limbs of the main enriched horizon have a combined strike length of about 1,700m and are up to 150m wide. Both main limbs dip sub-vertically steeply to the south, with the fold hinge plunging shallowly to the west.
Resource estimates
As set out in the Competent Person’s report in Appendix IV to this supplemental circular, the drilling programme has enabled Marillana to estimate a significant mineral resource 1.63Bt of hematite (CID and Detrital) mineralisation comprising 173Mt of Measured Mineral Resources, 1,238Mt of Indicated Mineral Resources 219Mt of Inferred Mineral Resources (see Tables 1 to 4).
This resource work was carried out by Golder Associates Pty Ltd. in accordance with the JORC code.
— 14 —
leTTeR FROm THe BOaRD
Table 1 — Beneficiation Feed mineral Resource Summary (Cut-off Grade: 38% Fe)
| mineralisation Type | Resource Classification | Tonnes | Grade |
|---|---|---|---|
| (Mt) | (% Fe) | ||
| Detrital | Measured | 173 | 41.6 |
| Indicated | 1,036 | 42.5 | |
| Inferred | 201 | 40.7 | |
| Pisolite | Indicated | 117 | 47.4 |
| Total | Measured | 173 | 41.6 |
| Indicated | 1,154 | 43.0 | |
| Inferred | 201 | 40.7 | |
| GRanD TOTal | 1,528 | 42.6 |
Table 2 — marillana project CID mineral Resource Summary (Cut-off Grade: 52% Fe)
| Resource | Tonnes | Fe | CaFe | aI2O3 | SiO2 | p | lOI |
|---|---|---|---|---|---|---|---|
| Classification | (Mt) | (%) | (%) | (%) | (%) | (%) | (%) |
| Indicated | 84.2 | 55.8 | 61.9 | 3.6 | 5.0 | 0.097 | 9.8 |
| Inferred | 17.7 | 54.4 | 60.0 | 4.3 | 6.6 | 0.080 | 9.3 |
| TOTal | 101.9 | 55.6 | 61.5 | 3.7 | 5.3 | 0.094 | 9.7 |
CaFe represents calcined Fe and is calculated by BRM using the formula CaFe = Fe%/((100-LOI)/100)
Definitive mining studies by Perth based Golder Associates as part of the Definitive Feasibility Study (“DFS”) have demonstrated that the Marillana Project contains Proved and Probable detrital Ore Reserves within the optimal pit design in excess of one billion tonnes, as indicated in Table 3. Additionally the Marillana CID Ore Reserves within the pit design are estimated to be in excess of 48Mt, as shown in Table 4.
— 15 —
leTTeR FROm THe BOaRD
Table 3 — marillana Detrital Ore Reserves *
| Reserve | Classification | mt | Fe |
|---|---|---|---|
| (%) | |||
| Proved | 133 | 41.6 | |
| Probable | 868 | 42.5 | |
| TOTal | 1,001 | 42.4 |
Table 4 — marillana CID Ore Reserves *
| Reserve | Classification | mt | Fe | CaFe* | aI2O3 | SiO2 | p | lOI |
|---|---|---|---|---|---|---|---|---|
| (%) | (%) | (%) | (%) | (%) | (%) | |||
| Probable | 48.5 | 55.5 | 61.5 | 3.7 | 5.3 | 0.09 | 9.7 | |
| TOTal | 48.5 | 55.5 | 61.5 | 3.7 | 5.3 | 0.09 | 9.7 |
* Reserves are included within Resources
Based on extensive beneficiation testwork, the detrital Ore is expected to produce 378Mt of final product grading 60.5-61.5% Fe with impurity levels comparable with other West Australian direct shipping hematite ore (“DSO”) iron ore producers. The CID Ore is a DSO product that will be blended with the beneficiated detrital product at a maximum 1 in 6 ratio for export as a single (Fines only) product. The Marillana Project will produce in excess of 419Mt of final DSO equivalent product.
The Marillana Project will support a minimum of 25 years mining operations producing at a forecast production rate of 17-20Mtpa of beneficiated iron ore grading from 60.5-61.5% Iron (“Fe”).
The Competent Person’s report and the valuation report on BRM’s mineral resource projects are set out in Appendix IV and Appendix V to this supplemental circular respectively.
As at the Latest Practicable Date, to the best of the Directors’ knowledge and belief, the Directors confirm that (i) no material changes have occurred since the effective date of the Competent Person’s report; and (ii) no legal claims or proceedings that may have an influence on BRM’s rights to explore or mine.
— 16 —
leTTeR FROm THe BOaRD
Details of licenses/approvals obtained and to be obtained
Set out below are details of licenses/approvals obtained and to be obtained by BRM Group as at 30 September 2011:
| Tenement | Tenement | Date | Date | Interest | |||
|---|---|---|---|---|---|---|---|
| project | Type | number | Commodity | Granted | expiry | Status | Held |
| Canning Basin | E | 04/2036 | Iron Ore | Application | 100% | ||
| E | 04/2037 | Iron Ore | Application | 100% | |||
| E | 04/2038 | Iron Ore | Application | 100% | |||
| E | 04/2039 | Iron Ore | Application | 100% | |||
| E | 04/2040 | Iron Ore | Application | 100% | |||
| Cheela Plains | E | 08/2264 | Iron Ore | Application | 100% | ||
| Chichester Range | E | 45/3693 | Iron Ore | Application | 100% | ||
| Coongan | E | 45/3752 | Iron Ore | Application | 100% | ||
| E | 45/3253 | Iron Ore | 20/8/2009 | 19/8/2014 | Granted | 100% | |
| E | 45/3455 | Iron Ore | Application | 100% | |||
| E | 45/3451 | Iron Ore | 12/1/2011 | 11/1/2016 | Granted | 100% | |
| E | 45/3452 | Iron Ore | 1/11/2010 | 31/10/2015 | Granted | 100% | |
| Dalton | M | 45/3643 | Iron Ore | Application | 100% | ||
| Deep Well | E | 39/0129 | Iron Ore | 6/5/1988 | 5/5/2030 | Granted | 100% |
| Duck Creek_(Note 2)_ | E | 47/1725 | Iron Ore | 18/12/2007 | 17/12/2012 | Granted | 100% |
| Duck Creek South | E | 47/2446 | Iron Ore | 16/9/2011 | 15/9/2016 | Granted | 100% |
| Duck Creek West | E | 47/1936 | Iron Ore | 18/3/2010 | 17/3/2015 | Granted | 100% |
| E | 47/1937 | Iron Ore | 18/3/2010 | 17/3/2015 | Granted | 100% | |
| Ethel Creek | E | 46/0921 | Iron Ore | 16/9/2011 | 15/9/2016 | Granted | 100% |
| Fitzroy River | E | 04/2066 | Iron Ore | Application | 100% | ||
| E | 04/2067 | Iron Ore | Application | 100% | |||
| Irwin Hills | E | 39/1284 | Nickel, Cobalt | 13/10/2008 | 12/10/2013 | Granted | 36% |
| E | 39/1307 | Nickel, Cobalt | 14/11/2008 | 13/11/2013 | Granted | 36% | |
| E | 39/1471 | Nickel, Cobalt | 11/2/2010 | 10/2/2015 | Granted | 36% | |
| L | 39/0163 | Nickel, Cobalt | 28/10/2008 | 27/10/2029 | Granted | 36% | |
| P | 39/4594 | Nickel, Cobalt | 17/10/2008 | 16/10/2012 | Granted | 36% | |
| P | 39/4595 | Nickel, Cobalt | 17/10/2008 | 16/10/2012 | Granted | 36% | |
| P | 39/4682 | Nickel, Cobalt | 18/11/2008 | 17/11/2012 | Granted | 36% | |
| Lalla Rookh | E | 45/3144 | Iron Ore | 21/5/2009 | 20/5/2014 | Granted | 100% |
| E | 45/3379 | Iron Ore | 7/10/2010 | 6/10/2015 | Granted | 100% | |
| E | 45/3380 | Iron Ore | 7/10/2010 | 6/10/2015 | Granted | 100% |
— 17 —
leTTeR FROm THe BOaRD
| Tenement | Tenement | Date | Date | Interest | |||
|---|---|---|---|---|---|---|---|
| project | Type | number | Commodity | Granted | expiry | Status | Held |
| Marillana_(Note 2)_ | E | 47/1408 | Iron Ore | 6/10/2005 | 5/10/2012 | Granted | 100% |
| L | 45/0225 | Iron Ore | Application | 100% | |||
| L | 45/0235 | Iron Ore | Application | 100% | |||
| L | 45/0236 | Iron Ore | Application | 100% | |||
| L | 45/0237 | Iron Ore | Application | 100% | |||
| L | 45/0238 | Iron Ore | Application | 100% | |||
| L | 46/0097 | Iron Ore | Application | 100% | |||
| L | 47/0369 | Iron Ore | Application | 100% | |||
| L | 47/0389 | Iron Ore | Application | 100% | |||
| L | 47/0408 | Iron Ore | Application | 100% | |||
| L | 47/0544 | Iron Ore | Application | 100% | |||
| M | 47/1414 | Iron Ore | 23/12/2009 | 22/12/2030 | Granted | 100% | |
| E | 47/2176 | Iron Ore | Application | 100% | |||
| McPhee | E | 45/3644 | Iron Ore | Application | 100% | ||
| Mt Florance_(Note 2)_ | E | 47/1738 | Iron Ore | 14/10/2007 | 13/10/2012 | Granted | 100% |
| Mt Goldsworthy | E | 45/3931 | Iron Ore | Application | 100% | ||
| Mt Stuart_(Note 2)_ | E | 47/1845 | Iron Ore | 31/3/2010 | 30/3/2015 | Granted | 100% |
| E | 47/1850 | Iron Ore | 31/3/2010 | 30/3/2015 | Granted | 100% | |
| E | 47/2214 | Iron Ore | Application | 100% | |||
| E | 47/2215 | Iron Ore | 18/2/2011 | 17/2/2016 | Granted | 100% | |
| E | 47/2267 | Iron Ore | Application | 100% | |||
| Newman | E | 52/2376 | Iron Ore | Application | 100% | ||
| E | 52/2377 | Iron Ore | Application | 100% | |||
| Ninghan | E | 59/1423 | Iron Ore | Application | 100% | ||
| E | 59/1424 | Iron Ore | Application | 100% | |||
| Ophthalmia_(Note 2)_ | E | 47/1598 | Iron Ore | 13/2/2007 | 12/2/2012 | Granted | 100% |
| E | 47/1599 | Iron Ore | 3/4/2008 | 2/4/2013 | Granted | 100% | |
| Pannawonica | E | 47/2409 | Iron Ore | Application | 100% | ||
| E | 47/2410 | Iron Ore | Application | 100% | |||
| Panorama | E | 45/3538 | Iron Ore | Application | 100% | ||
| E | 45/3539 | Iron Ore | Application | 100% | |||
| Paraburdoo | E | 47/1942 | Iron Ore | 6/10/2010 | 5/10/2015 | Granted | 100% |
| E | 47/2019 | Iron Ore | Application | 100% | |||
| E | 47/2081 | Iron Ore | Application | 100% | |||
| E | 47/2144 | Iron Ore | Application | 100% |
— 18 —
leTTeR FROm THe BOaRD
| Tenement | Tenement | Date | Date | Interest | |||
|---|---|---|---|---|---|---|---|
| project | Type | number | Commodity | Granted | expiry | Status | Held |
| Red Hill | E | 08/1921 | Iron Ore | Application | 100% | ||
| E | 08/1922 | Iron Ore | Application | 100% | |||
| E | 08/2006 | Iron Ore | Application | 100% | |||
| E | 08/2011 | Iron Ore | 15/6/2011 | 14/6/2016 | Granted | 100% | |
| E | 08/2297 | Iron Ore | Application | 100% | |||
| P | 08/0628 | Iron Ore | Application | 100% | |||
| P | 08/0629 | Iron Ore | Application | 100% | |||
| P | 08/0630 | Iron Ore | Application | 100% | |||
| P | 08/0631 | Iron Ore | Application | 100% | |||
| P | 08/0632 | Iron Ore | Application | 100% | |||
| P | 08/0633 | Iron Ore | Application | 100% | |||
| P | 08/0634 | Iron Ore | Application | 100% | |||
| P | 08/0635 | Iron Ore | Application | 100% | |||
| P | 08/0636 | Iron Ore | Application | 100% | |||
| P | 08/0637 | Iron Ore | Application | 100% | |||
| P | 08/0638 | Iron Ore | Application | 100% | |||
| P | 08/0639 | Iron Ore | Application | 100% | |||
| P | 08/0640 | Iron Ore | Application | 100% | |||
| P | 08/0641 | Iron Ore | Application | 100% | |||
| P | 08/0642 | Iron Ore | Application | 100% | |||
| P | 08/0643 | Iron Ore | Application | 100% | |||
| P | 08/0644 | Iron Ore | Application | 100% | |||
| P | 08/0645 | Iron Ore | Application | 100% | |||
| Shovelanna_(Note 2)_ | E | 46/0781 | Iron Ore | Application | 100% | ||
| Shovelanna South | E | 52/2238 | Iron Ore | 2/11/2009 | 1/11/2014 | Granted | 100% |
| Tom Price | E | 47/2098 | Iron Ore | Application | 100% | ||
| E | 47/2353 | Iron Ore | Application | 100% | |||
| E | 47/2354 | Iron Ore | Application | 100% | |||
| E | 47/2455 | Iron Ore | Application | 100% | |||
| Wallareenya | E | 45/3766 | Iron Ore | Application | 100% | ||
| E | 45/3808 | Iron Ore | 17/8/2011 | 16/8/2016 | Granted | 100% | |
| West Hamersley_(Note 2)_ | E | 47/1603 | Iron Ore | 9/3/2007 | 8/3/2012 | Granted | 100% |
| E | 47/2313 | Iron Ore | Application | 100% | |||
| E | 47/2314 | Iron Ore | Application | 100% | |||
| Yarraloola | E | 08/2236 | Iron Ore | Application | 100% | ||
| Yeeda | E | 04/2148 | Iron Ore | Application | 100% |
— 19 —
leTTeR FROm THe BOaRD
Notes:
1. Tenement type: E — Exploration license, L — Miscellaneous license (e.g. water, power etc.), M — Mining license, P — program of works (e.g. drilling description, environmental issue, owner of tenement etc.)
2. Details of these projects have been set out in the Competent Person’s report in Appendix IV to this supplemental circular.
The Directors have discussed with the BRM Board and understand that, under the Mining Act 1978 (WA), granting of licenses/approvals is assessed on a case-by-case basis and time period for granting of licenses/approvals is not specified.
As at the Latest Practicable Date, the Board considers that there is no material impediment to obtain the above licenses/approvals under application.
Information required under Rule 18.05(6) of the listing Rules
Set out below are updates on the information required under Rule 18.05(6) disclosed in Appendices II and III to the Initial Circular in respect of BRM Group’s mining operations.
-
(i) As disclosed in Appendix II of the Initial Circular, there are two collection systems of mineral royalty, namely a specific rate and an ad valorem rate. The ad valorem rates vary depending on the type of mineral, including among others, bulk material, concentrate material and metal. The royalty rate for iron ore fines will be increased from 5.625% to 7.5% by 1 July 2013. However, the Company understands from BRM that such changes should not impact the Marillana Project as the State Royalty system applies a reduced royalty rate for beneficiated products to recognise the investment required in processing these deposits and the Marillana Project primarily produces a beneficiated iron ore product. As such, BRM expects that the Marillana Project should only attract a 5.00% (FOB) royalty.
-
(ii) BRM was founded by, among other people, Mr. Colin Paterson, in 2002 with a focus on the development of iron ore in Western Australia. Mr. Paterson is the executive director of BRM. He has extensive experience in iron ore exploration in Western Australia. He also has extensive experience in the technical supervision of exploration projects; resource development, project generation and evaluations. He has been leading a team of experienced staff members in managing business development and operations of the BRM Group. Mr. Graeme Carlin is the General Counsel of BRM. Mr. Carlin has over 15 years legal experience focusing on energy and resources law and related project development. Mr. Carlin has worked with regulators in relation to the Western Australian State Agreement regime, third party access regimes, legislation regarding mining and oil and gas and the Native
— 20 —
leTTeR FROm THe BOaRD
Title Act. BRM’s management team has the necessary knowledge and experience in dealing with laws and practices in Australia and concerns of local governments and communities on the sites of the BRM Group’s mines and exploration properties. The Board and other management of the Company will closely work with the management team of BRM going forward with a view to monitoring and ensuring smooth operations of the BRM Group. For the purposes of integration, Mr. Peter Luk, an executive Director of the Company and Mr. Hendrianto Tee, the Chief Investment Officer of the Company have been appointed as non-executive directors of BRM.
- (iii) In the course of its normal mining and exploration activities BRM Group promotes an environmentally culture and adheres to environmental regulations of the Department of Mines and Petroleum, regulations relating to ground disturbance and the protection of rare and endangered flora and has complied with all material environmental requirements up to the Latest Practicable Date.
Save as disclose above or as otherwise mentioned in this supplemental circular, as at the Latest Practicable Date, there is no information and/or update to be disclosed under Rule 18.05(6) of the Listing Rules.
BRm Board
Following the completion of the BRM Offer, the following changes took place in respect of the BRM Board.
-
(i) On 17 June 2011, Mr. Warren Beckwith and Mr. Hendrianto Tee were appointed as non-executive directors of the BRM Board;
-
(ii) On 16 September 2011, Mr. Barry Cusack resigned as chairman of the BRM Board and Mr. Luk Kin Peter Joseph was appointed as non-executive director and chairman of the BRM Board;
-
(iii) On 16 September 2011, Mr. Ross Ashton and Mr. J David Nixon resigned as nonexecutive directors of BRM and Mr. Richard (Dick) Melville Wright and Mr. Robert Brierley were appointed as non-executive directors of BRM to fill the casual vacancies;
-
(iv) Mr. Wayne Richards resigned as managing director of BRM with effect from 16 September 2011; and
— 21 —
leTTeR FROm THe BOaRD
- (v) Mr. Colin Paterson has been appointed interim chief executive officer in addition to his role as executive director of BRM.
Set out below are the background and experience of the new members appointed to the BRM Board:
Mr. Warren Beckwith
Non-executive director
Mr. Beckwith is a director of a corporate advisory group with Perth and Hong Kong offices. For 13 years he was a partner in international Chartered Accountancy firms, including Senior Partner of a predecessor firm of Ernst & Young, Hong Kong. Currently, he is a director and chairman of the audit committee of China Properties Group Limited (a Hong Kong-listed property company), a director of Gondwana Resources Limited (an ASX-listed junior explorer) and WN Australia.
Mr. Hendrianto Tee
Non-executive director
Mr. Tee is the chief investment officer of the Company. Mr. Tee has worked for various international financial institutions, with a main focus on debt capital markets, including UBS AG, Chinatrust Commercial Bank and Fleet Financial Group (now Bank of America). Most recently, Mr. Tee was a corporate finance executive at the Indonesian arm of Charoen Pokphand Group.
Mr. Luk Kin Peter Joseph
Non-executive director
Mr. Luk has been the chairman of the Company since February, 2009. Mr. Luk holds a Master Degree in Business Administration and the professional qualification of Chartered Financial Analyst. Mr. Luk has worked in several international financial institutions in the United States of America and Hong Kong and is well-experienced in international financial and investment management. Mr. Luk also has extensive experience in the mining industry, including being the past executive director and chief executive officer of China Mining Limited, a company listed on the Stock Exchange with operating mines in China.
— 22 —
leTTeR FROm THe BOaRD
Mr. Richard (Dick) Melville Wright
Non-executive director
Mr. Wright has held numerous directorships in private and publicly listed companies in Australia, Europe and the United States of America. Mr. Wright has significant expertise in the development of strategy, implementation and delivery of multi-billion dollar resource projects. He commenced his career in Broken Hill with CRA and graduated from the University of NSW as a Mechanical Engineer. At CRA, Mr. Wright was engaged on expansion projects at Hamersley Iron, Comalco and Bougainville Copper involving engineering, construction, procurement, and start up. After a period as managing director of Johns Perry UIE, a major contractor for the fabrication of the process modules for the North Rankin A offshore platform, he returned to Rio Tinto and undertook major feasibility studies for iron ore developments in the Pilbara. Mr. Wright was appointed managing director Australia of Fluor Daniel providing engineering, procurement and construction management and maintenance services for mining, oil and gas and industrial plant and infrastructure. After working for Fluor in the USA, Mr. Wright was appointed executive chairman of Adrail for the construction of the Darwin to Alice Springs Railway and after the completion of the railway project he took the position of executive chairman of Novacoat Holding Limited, now Decmil Group Limited, an ASX-listed company. Recently, Mr. Wright was engaged by Hancock Prospecting Pty Ltd as director, Roy Hill and Central Pilbara iron ore projects, to undertake the prefeasibility and bankable feasibility studies.
Mr. Robert Brierley
Non-executive director
Mr. Brierley is a mining engineer with senior executive management and major project and mine management experience. Mr. Brierley has multi-commodity experience in several geographical regions with particular emphasis on iron ore, having been mine superintendent, production superintendent and ultimately registered mine manager at the Yandi iron ore mine in the Pilbara region of WA during its growth from a 5mtpa to 15mtpa operation, presently producing around 50mtpa of iron ore. Mr. Brierley has also spent eight years in the stockbroking industry, most of which was spent in the role of Head of Equities Research for an Australian national stockbroking firm. Mr. Brierley is currently chairman of ASX-listed BrazIron Limited, an iron ore company operating in Brazil, and managing director of Alchemy Resources Limited, a Western Australian based gold and copper exploration company. Mr. Brierley is a graduate of the Western Australian School of Mines, Curtin University, and holds a Graduate Diploma in Applied Finance and Investment, Financial and Securities Institute of Australia. Mr. Brierley is also a graduate of the Australian Institute of Company Directors.
— 23 —
leTTeR FROm THe BOaRD
Save as disclosed above, there were no other changes to the composition of the BRM Board since the publication of the Initial Circular. The BRM Board believes that the new board members will enhance BRM’s ability to deliver optimum outcomes during the critical new phase. Some of the new board members have strong Australian mining industry experience, including the delivery and management of important new iron ore projects, whilst some have extensive experience in the financial markets including project financing.
BRM is in the process of conducting an executive search for a permanent chief executive officer. BRM also intends to appoint additional non-executive directors at the earliest possible opportunity with the aim of having a majority of independent non-executive directors in accordance with BRM’s corporate governance policy.
Based on the background and experience of the current members of the BRM Board, the Directors are of the opinion that the above changes to the BRM Board do not have any significant impact to the BRM Group operation.
Financial information
Set out below are the financial results of BRM for each of the three years ended 30 June 2011:
| For the year ended 30 June | For the year ended 30 June | |||||
|---|---|---|---|---|---|---|
| 2009 | 2010 | 2011 | ||||
| AUD’000 | HK$’000 | AUD’000 | HK$’000 | AUD’000 | HK$’000 | |
| Loss before taxation | 15,212 | 123,217 | 24,239 | 196,336 | 40,807 | 330,537 |
| Loss after taxation | 14,752 | 119,491 | 24,239 | 196,336 | 40,807 | 330,537 |
The accountants’ report on BRM for the three years ended 30 June 2011 is set out in Appendix II to this supplemental circular.
— 24 —
leTTeR FROm THe BOaRD
InFORmaTIOn On THe GROup
Set out below are updates on the Group since the publication of the Initial Circular.
listing on aSX
The Company completed the offer for subscription in Australia as set out in the Initial Circular pursuant to which a total of 15,000,000 WN Shares and 15,000,000 options (“WN Options”) were issued. The WN Shares and the WN Options commenced trading on ASX on 11 January 2011. The Company believes that the dual listing of the Company’s securities on the exchanges in both Hong Kong and Australia will enhance the visibility and the liquidity of WN Shares in particular, after the Group has successfully acquired a majority stake in BRM with a significant operation in Australia.
prospect
The Group owns and operates the Damajianshan Mine, a copper mine located in Yunnan Province, PRC. Shareholders may refer to the Initial Circular for further information on the Damajianshan Mine.
As stated in the Company’s quarterly activities report for the quarter ended 30 June 2011 announced on 29 July 2011, the Company has invested in a set of new crushing and screening machines with better crushing strength to enhance production and reduce spoilage. The entire installation process has been completed and taking into account the upgraded and increased electric power supply capacity in the future, the management believes that the Group’s future production capacity will be significantly improved in the long run. In respect of exploration of the Damajianshan Mine, the Company continued to carry on its exploration activities which have been reactivated since late 2009. The exploration activities are aimed to find additional resources in order to support the Company’s further expansion plan. New drilling works and detailed prospecting and scoping plans are being planned to better define the lithology, grade and assemblage within the mining lease.
The BRM Offer closed on 15 June 2011, upon which, the Company held approximately 55.33% of the issued share capital of BRM resulting in BRM becoming a subsidiary of the Company. Five non-executive directors have been appointed to the BRM Board to work towards developing BRM’s Marillana Project as a significant, viable iron ore project. Further updates on BRM’s projects are stated in the section headed “Information on BRM” above.
Details of the financial information of the Group is set out in Appendix I to this supplemental circular.
— 25 —
leTTeR FROm THe BOaRD
SHaReHOlDInG OF THe COmpanY
The table below sets out the shareholding structure of the Company immediately upon completion of the BRM Offer and as at the Latest Practicable Date:
| Immediately upon completion of the BRm Offer No. of WN Shares % The XSS Group Limited and its subsidiaries (note 1) — — Shimmer Expert Investments Limited_(note 2) 279,548,000 5.22% Parklane International Holdings Limited (note 3) 78,592,592 1.46% Equity Valley Investments Limited and Prideful Future Investments Limited (note 4)_ 199,456,276 3.72% Public Shareholders 4,797,819,457 89.60% 5,355,416,325 100.00% |
as at the latest practicable Date No. of WN Shares % 361,300,276 6.74% 279,548,000 5.22% 140,592,592 2.62% — — 4,577,838,535 85.42% 5,359,279,403 100.00% |
as at the latest practicable Date No. of WN Shares % 361,300,276 6.74% 279,548,000 5.22% 140,592,592 2.62% — — 4,577,838,535 85.42% 5,359,279,403 100.00% |
|---|---|---|
| 100.00% |
Notes:
-
These WN Shares are held by The XSS Group Limited, a company incorporated in the British Virgin Islands, and 50%, 20% and 30% issued share capital of which is beneficially owned by Mr. Luk Kin Peter Joseph (an executive Director), Ms. Cheung Sze Wai (Mr. Luk’s spouse) and Ms. Chong Yee Kwan (Mr. Luk’s mother) respectively. The XSS Group Limited owns, among others, the entire issued share capital of Equity Valley Investments Limited and Prideful Future Investments Limited.
-
These WN Shares are held by Shimmer Expert Investments Limited, a company incorporated in the British Virgin Islands, and the entire issued share capital of which is beneficially owned by Groom High Investments Limited. Groom High Investments Limited is a company incorporated in the British Virgin Islands, the entire issued share capital of which is beneficially owned by Ms. Zhang Li, a director of a subsidiary of the Company.
-
These WN Shares are held by Parklane International Holdings Limited, a company incorporated in the British Virgin Islands, and the entire issued share capital of which is beneficially owned by Mr. Leung Chi Yan, a director of certain subsidiaries of the Company.
-
96,008,000 WN Shares were held by Equity Valley Investments Limited, a company incorporated in the British Virgin Islands, and the entire issued share capital of which was beneficially owned by Mr. Luk Kin Peter Joseph and 103,448,276 WN Shares were held by Prideful Future Investments Limited, a company incorporated on the British Virgin Islands and controlled by Mr. Luk’s spouse. After completion of the BRM Offer, Equity Valley Investments Limited and Prideful Future Investments Limited became wholly-owned subsidiaries of The XSS Group Limited.
— 26 —
leTTeR FROm THe BOaRD
ISSue manDaTe
As set out in the announcement of the Company dated 13 December 2010, the Shareholders granted the Issue Mandate to the Board at the special general meeting of the Company held on 13 December 2010.
The Directors are prepared to consider any further equity fund raising activities from time to time subject to market sentiment and other market factors. As at the Latest Practicable Date, the Directors do not have any timetable for share placement. The Company will make a further announcement as and when appropriate.
GeneRal
Your attention is drawn to the additional information set out in the appendices to this supplemental circular.
By order of the Board
Wah nam International Holdings limited luk Kin peter Joseph
Chairman
— 27 —
FInanCIal InFORmaTIOn OF THe GROup
appenDIX I
1. BRm BeCOmInG a SuBSIDIaRY OF THe COmpanY
At the close of the BRM Offer on 15 June 2011, the Company held approximately 55.33% of the issued share capital of BRM. Since then, BRM has become a subsidiary of the Company and the financial results of the Group have consolidated those of BRM.
2. FInanCIal InFORmaTIOn OF THe GROup
Section 1 of Appendix IV to the Initial Circular sets out the consolidated statements of comprehensive income of the Group for the years ended 31 December 2009, 2008 and 2007 and for the six months ended 30 June 2010 and 2009 and the consolidated balance sheets of the Group as at 30 June 2010, 31 December 2009, 2008 and 2007.
The audited consolidated financial statements of the Group for the years ended 31 December 2010 and 2009 together with the relevant notes to the financial statements of the Group can be found on pages 49 to 128 of the annual report of the Company for the year ended 31 December 2010.
The audited consolidated financial statements of the Group for the three years ended 31 December 2010, 2009 and 2008 were audited by PricewaterhouseCoopers, Certified Public Accountants. PricewaterhouseCoopers had issued qualified opinion on the audited consolidated financial statements of the Group for the year ended 31 December 2008 in respect of certain former subsidiaries of the Group. These subsidiaries had been disposed of during the year ended 31 December 2008. No qualified opinion has been issued by PricewaterhouseCoopers on the audited consolidated financial statements of the Group for the years ended 31 December 2010 and 2009.
The unaudited condensed consolidated financial information of the Group for the six months ended 30 June 2011 and 2010 respectively, together with the relevant notes to the financial information of the Group can be found on pages 3 to 23 of the interim report of the Company for the six months ended 30 June 2011.
The said annual reports and interim report of the Company are available on the Company’s website at http://www.wnintl.com and http://www.irasia.com/listco/hk/ wahnam and the website of the Stock Exchange at http://www.hkexnews.hk.
A summary of the consolidated statements of comprehensive income of the Group for the financial years ended 31 December 2010 and 2009 and for the six months ended 30 June 2011 and 2010 and the consolidated balance sheets of the Group as at 30 June 2011, 31 December 2010 and 2009 is set out below:
— I-1 —
FInanCIal InFORmaTIOn OF THe GROup
appenDIX I
Summary of the Consolidated Statements of Comprehensive Income
| Revenue Direct costs Gross profit Other income Other gains/(losses), net Selling and administrative expenses Exploration and evaluation expenses Impairment losses Finance costs Profit/(loss) before income tax Income tax credit/(expense) Profit/(loss) for the period/year Other comprehensive income/(loss): Exchange differences arising on translation of foreign operation Change in fair value on available- for-sale investments, net of tax Release of deferred tax upon step acquisitions Release of available-for-sale investments reserve upon step acquisitions Other comprehensive (loss)/income for the period/year Total comprehensive (loss)/income for the period/year profit/(loss) for the period/year attributable to: Equity holders of the Company Non-controlling interests Total comprehensive (loss)/income attributable to: Equity holders of the Company Non-controlling interests earnings/(loss) per share attributable to the equity holders of the Company during the period/year — Basic — Diluted |
For the six months ended 30 June 2011 2010 (unaudited) (unaudited) HK$’000 HK$’000 67,984 55,189 (59,414) (45,349) 8,570 9,840 3,201 295 513,243 (210) (48,114) (25,866) (17,678) (511) — (153,000) (828) (3,286) 458,394 (172,738) 82 (264) 458,476 (173,002) 85,800 11,403 (175,560) (35) 125,559 — (513,243) — (477,444) 11,368 (18,968) (161,634) 466,189 (157,363) (7,713) (15,639) 458,476 (173,002) (42,420) (147,045) 23,452 (14,589) (18,968) (161,634) HK cents HK cents 10.95 (5.58) 10.93 N/A |
For the year ended 31 December 2010 2009 (audited) (audited) HK$’000 HK$’000 131,996 95,374 (106,792) (84,729) 25,204 10,645 168 300 1,790 505 (95,485) (31,048) (1,070) (570) (153,000) (38,314) (4,001) (20,914) (226,394) (79,396) (338) (608) (226,732) (80,004) 32,405 (285) 491,187 133,644 — — — — 523,592 133,359 296,860 53,355 (210,644) (78,935) (16,088) (1,069) (226,732) (80,004) 309,987 54,433 (13,127) (1,078) 296,860 53,355 HK cents HK cents (5.99) (3.44) (5.99) (3.44) |
|---|---|---|
— I-2 —
FInanCIal InFORmaTIOn OF THe GROup
appenDIX I
Summary of the Consolidated Balance Sheets
| non-current assets Mining right Property, plant and equipment Goodwill Intangible asset Available-for-sale investments Deferred income tax assets Other non-current assets Current assets Inventories Trade receivables Other receivables, deposits and prepayments Amount due from a related party Financial assets at fair value through profit or loss Restricted cash Cash and cash equivalents Current liabilities Trade payables Other payables and accrued charges Amounts due to related parties Bank borrowings due within one year Obligations under finance leases net current assets/(liabilities) Total assets less current liabilities |
as at 30 June 2011 (unaudited) HK$’000 865,795 98,568 11,405 6,050,443 307,987 — 12,130 7,346,328 15,333 25,285 22,714 1,156 — 5,200 565,110 634,798 8,421 84,663 10,005 42,411 3,453 148,953 485,845 7,832,173 |
as at 31 December 2010 2009 (audited) (audited) HK$’000 HK$’000 850,616 980,568 87,668 81,726 11,405 11,405 11,217 12,819 1,545,224 309,929 — 337 8,685 8,900 2,514,815 1,405,684 12,164 4,516 30,013 21,456 11,445 7,470 1,067 1,139 5,187 3,397 5,200 5,200 135,590 16,758 200,666 59,936 12,350 9,738 46,069 44,529 4,368 1,363 41,622 39,258 1,951 1,965 106,360 96,853 94,306 (36,917) 2,609,121 1,368,767 |
|---|---|---|
— I-3 —
FInanCIal InFORmaTIOn OF THe GROup
appenDIX I
| equity Share capital Reserves equity attributable to the equity holders of the Company non-controlling interest Total equity non-current liabilities Obligations under finance leases Amount due to a related party Convertible notes Deferred income tax liabilities Provisions |
as at 30 June 2011 (unaudited) HK$’000 535,542 3,268,639 3,804,181 2,164,003 5,968,184 8,636 33,096 — 1,821,171 1,086 1,863,989 7,832,173 |
as at 31 December 2010 2009 (audited) (audited) HK$’000 HK$’000 392,244 278,226 1,875,371 844,930 2,267,615 1,123,156 82,298 95,425 2,349,913 1,218,581 2,860 1,168 32,360 21,353 — 74,119 223,499 53,074 489 472 259,208 150,186 2,609,121 1,368,767 |
as at 31 December 2010 2009 (audited) (audited) HK$’000 HK$’000 392,244 278,226 1,875,371 844,930 2,267,615 1,123,156 82,298 95,425 2,349,913 1,218,581 2,860 1,168 32,360 21,353 — 74,119 223,499 53,074 489 472 259,208 150,186 2,609,121 1,368,767 |
|---|---|---|---|
| 1,123,156 95,425 |
|||
| 1,218,581 | |||
| 1,168 21,353 74,119 53,074 472 |
|||
| 150,186 | |||
| 1,368,767 |
— I-4 —
FInanCIal InFORmaTIOn OF THe GROup
appenDIX I
3. manaGemenT DISCuSSIOn anD analYSIS OF THe GROup
Section 3 of Appendix IV to the Initial Circular sets out the management discussion and analysis of the Group’s business for the years ended 31 December 2009, 2008 and 2007 and for the six months ended 30 June 2010.
Further management discussion and analysis of the Group’s business for the year ended 31 December 2010 and for the six months ended 30 June 2011 is set out below:
For the year ended 31 December 2010
Business review
For the year ended 31 December 2010, the Group recorded total consolidated revenue of approximately HK$132.0 million, representing an increase of 38.4% compared to the year ended 31 December 2009. The consolidated turnover consisted of HK$17.4 million from the sales of copper ore concentrates, HK$99.9 million from the provision of limousine rental services and HK$14.7 million from the provision of airport shuttle bus services. As at 31 December 2010, the Group’s net asset value amounted to HK$2,350.0 million whereas cash and bank balances amounted to HK$140.8 million.
Loss attributable to equity holders of the Company increased from HK$78.9 million as recorded in the year ended 31 December 2009 to HK$210.6 million in the year ended 31 December 2010. Basic loss per share was HK$5.99 cents for the year ended 31 December 2010, as compared to a loss of HK$3.44 cents for the previous year. The increase in loss was mainly due to the impairment loss which arose from the valuation of the Group’s mining right amounting to approximately HK$153.0 million.
Mining business
During the year ended 31 December 2010, the turnover from this segment was approximately HK$17.4 million, and the segment loss before amortisation and impairment of mining right was approximately HK$2.3 million. The production volume of copper ore concentrates was approximately 407 metal tonnes and sales of the copper ore concentrates was approximately 307 metal tonnes.
— I-5 —
FInanCIal InFORmaTIOn OF THe GROup
appenDIX I
The average sales price of copper ore concentrates (without value added tax) per metal tonne increased to approximately RMB49,000, as compared to the year ended 31 December 2009 of approximately RMB32,000, driven by the higher demand and shortage of supply in the PRC as the country continues with its steady high economic growth.
Expenditure for production associated with the mining operation during the year ended 31 December 2010 amounted to approximately HK$19.8 million. Expenditure associated with exploration activities amounted to approximately HK$1.07 million.
Limousine rental services and airport shuttle services business
During the year ended 31 December 2010, this segment recorded revenue of approximately HK$114.6 million representing an increase of 42.2% as compared to revenue of HK$80.6 million recorded in previous year. Earnings before interest, taxes and amortisation for this segment was HK$9.0 million, representing an increase of 188.4% as compared to HK$3.1 million recorded in the previous year. Hong Kong remains the largest market of this segment and has contributed over 66.8% of revenue recorded under this segment and during the year ended 31 December 2010, the number of trips undertaken by the Group’s limousine rental services was approximately 112,700, and the number of passengers for the Group’s airport shuttle bus services was approximately 154,700. During the year ended 31 December 2010, the Group continued to face keen competition in the industry as more companies offered similar services with more competitive prices. The Group aimed to maintain its leading position in the high-end limousine service industry by providing the best quality services to customers at a reasonable price.
In the PRC, the Group provided limousine rental services in three cities namely Shenzhen, Guangzhou and Shanghai. Overall turnover from the PRC operations was HK$38 million, representing an increase of 165.8% as compared to HK$14.3 million recorded in the previous year. Number of trips undertaken by the Group’s PRC operation was approximately 57,000. The Group recorded a significant growth in Shanghai due to the effect of the Shanghai World Expo. As at 31 December 2010, the Group had limousine rental service contracts with 25 hotels in the aforesaid three cities.
— I-6 —
FInanCIal InFORmaTIOn OF THe GROup
appenDIX I
Capital structure, liquidity and financial resources
During the year ended 31 December 2010, the Company had the following movements in share capital:
-
(a) Pursuant to a subscription agreement executed on 9 February 2010, a total of 334,000,000 WN Shares were issued at an issue price of HK$0.90 per WN Share, raising net proceeds of approximately HK$297 million.
-
(b) Pursuant to a placing and subscription agreement executed on 17 June 2010, a total of 185,000,000 WN Shares were issued at an issue price of HK$1.11 per WN Share, raising net proceeds of approximately HK$199 million.
-
(c) Pursuant to a subscription agreement executed 17 September 2010, a total of 178,000,000 WN Shares were issued at an issue price of HK$1.15 per WN Share, raising net proceeds of approximately HK$200 million.
-
(d) Convertible notes with aggregate principal amounts of HK$124,171,400 were converted into WN Shares at a conversion price of HK$0.29 per WN Share. Accordingly, a total of 428,177,241 WN Shares were issued.
-
(e) Pursuant to a subscription on 29 December 2010, a total of 15,000,000 WN Shares were issued at an issue price of AU$0.20 per WN Share, raising net proceeds of approximately HK$19 million. The new WN Shares rank pari passu in all respects with the existing WN Shares.
The Group generally finances its short term funding requirement with cash generated from operations, credit from suppliers and banking facilities.
During the year ended 31 December 2010, the Group had also raised cash from placements of new WN Shares as set out above.
Save for the above, there was no significant change in the working capital structure during the year ended 31 December 2010, the current ratio for the year ended 31 December 2010 measured at 1.89 times compared to 0.62 times as reported in the previous year.
— I-7 —
FInanCIal InFORmaTIOn OF THe GROup
appenDIX I
The gearing ratio for the year ended 31 December 2010 (long term debts over equity and long term debts) was 0.01 times compared to 0.07 times recorded in the previous year. As at 31 December 2010, the Group had total bank and other borrowings of approximately HK$46.4 million, all of which were secured, approximately HK$43.6 million were due within one year and the balance of HK$2.8 million were due more than one year. All of the borrowings were denominated in Hong Kong dollars.
During the year ended 31 December 2010, the Group did not engage in the use of any financial instruments for hedging purposes, and there was no outstanding hedging instrument as at 31 December 2010.
Contingent liabilities
During the year ended 31 December 2010, the Group had engaged professional advisers for the Takeover Offers who charged part of their advisory fees contingent on the outcome of the Takeover Offers (including the acceptance level of the Takeover Offers). As the Takeover Offers were still in progress during the year ended 31 December 2010, the Group was unable to determine the amount of such contingent advisory fees at that point in time.
Save as aforesaid, the Group did not have any other contingent liabilities as at 31 December 2010.
Human resources
As at 31 December 2010, the Group employed 507 full time employees, of which approximately 376 were in the PRC. The remuneration of employees includes salary and discretionary bonus. The Group has also adopted a share option scheme to provide incentives to the employees.
The remuneration policy and packages, including the share options, of the Group’s employees, senior management and directors were maintained at market level and reviewed annually by the management and the remuneration committee, when appropriate.
Charge of assets
As at 31 December 2010, motor vehicles with an aggregate carrying value of HK$15,093,000 of a subsidiary of the Company were charged to secure general banking facilities granted to such subsidiary of the Company.
— I-8 —
FInanCIal InFORmaTIOn OF THe GROup
appenDIX I
Material investment, acquisitions and disposals
During the year ended 31 December 2010, the Company launched the Takeover Offers. Details of the Takeover Offers have been set out in the Initial Circular and the Bidders’ Statements.
Performance and prospect of significant investments of the Group
As at 31 December 2010, the Group had accumulated a total of 32,347,405 BRM Shares, for a total cost of approximately HK$459.8 million. Such shares represented an approximately 22.34% equity interest in BRM. These BRM Shares had a market value of HK$1,253.8 million as at 31 December 2010. The investment in BRM Shares was accounted for as an available-for-sale investment. The fair value gain of such investment and the exchange gain due to the appreciation of Australian dollars of HK$594.5 million in aggregate, net of tax, was recognised in the available-forsale investment reserve in the balance sheet, thus no profit and loss effect relating to such investment was recorded.
As at 31 December 2010, the Group had accumulated a total of 40,934,400 FRS Shares, for a total cost of approximately HK$242.6 million. Such shares represented an approximately 19.9% equity interest in FRS. These FRS Shares had a market value of HK$291.4 million as at 31 December 2010. The investment in FRS was accounted for as an available-for-sale investment. The fair value gain of such investment and the exchange gain due to the appreciation of Australian dollars of HK$30.3 million in aggregate, net of tax, was recognised in the available-for-sale investment reserve in the balance sheet, thus no profit and loss effect relating to such investment was recorded.
For the six months ended 30 June 2011
Business review and financial highlights
The consolidated revenue of the Group for the six months ended 30 June 2011 increased by 23.2% to approximately HK$68.0 million as compared to the corresponding period last year, of which approximately HK$60.2 million was contributed by the provision of limousine rental and airport shuttle bus services and approximately HK$7.8 million was contributed by the sales of copper ore concentrates. As at 30 June 2011, the Group’s net asset value amounted to HK$5,968.2 million and cash and bank balances, including restricted cash, amounted to HK$570.3 million.
— I-9 —
FInanCIal InFORmaTIOn OF THe GROup
appenDIX I
Profit attributable to equity holders of the Company amounted to HK$466.2 million for the period, representing a significant turnover from the HK$157.4 million loss reported in the same period last year, mainly attributable to the gain arisen from the accounting treatment as a result of the business combination. Basic earnings per share for the six months were HK10.95 cents, improved significantly from a loss per share of HK5.58 cents in last year’s corresponding period.
The Takeover Offers
WN Australia lodged two Takeover Offers simultaneously to acquire all of the outstanding BRM Shares and FRS Shares that the Group did not already own, through all-scrip bids. The respective bidder’s statements were lodged and despatched on 15 December 2010, marking the official commencement of the Takeover Offers.
On 16 June 2011, WN Australia has successfully accumulated a total of 55.33% equity interest in BRM, thus BRM has become a subsidiary of the Company on that date. As a result of the BRM Offer, a total of 1,432,980,840 WN Shares have been issued and allotted to the BRM Shareholders (representing approximately 32.99% of the equity interest of BRM) who have accepted the offer. Mr. Warren Beckwith (a director of WN Australia) and Mr. Hendrianto Tee (Chief Investment Officer of the Company) were appointed as non-executive directors to BRM board. A joint BRM and Company release to the ASX was made on 17 June 2011 confirming commitment to BRM’s existing business strategy to develop Marillana Project as a significant, viable iron ore project.
The BRM Offer was declared unconditional during May 2011, followed by payment of consideration in batches. All relevant consideration shares for the BRM Offer were issued during this period. In the consolidation of the Company and BRM, the Board looks forward to synergize all the available expertise for the benefit of progressing with the projects, in particular the Marillana Project, in a timely manner.
On 27 June 2011, an announcement was published by FRS in relation to the proposed asset acquisition and placement transactions to Atlas Iron Limited (“Atlas”). The proposed asset acquisition involved the acquisition of the South East Pilbara iron ore assets from Atlas by FRS for 121,846,154 FRS Shares at a deemed issue price of AUD0.65 per share; and the placement transaction involved the subscription by Atlas of 37,439,785 FRS Shares at an issue price of AUD0.65 per share to raise AUD24.3 million for FRS. At the completion of the asset acquisition and placement transactions, the Company’s holding in FRS will be diluted to 10.01%, Atlas then
— I-10 —
FInanCIal InFORmaTIOn OF THe GROup
appenDIX I
launched a bid for the remaining FRS Shares that it did not own with an offer of 1 Atlas share for every 4 FRS Shares. As a result of such announcement by FRS, the Company has relied on the defeating conditions and caused the FRS Offer to lapse by 15 July 2011.
Limousine rental services and airport shuttle bus services business
The financial performance of this segment, contributed approximately 88.6% of the overall revenue of the Group. Revenue for the six months ended 30 June 2011 amounted to HK$60.2 million, an increment of approximately 16.2% when compared to last corresponding period. The increase was attributed to the surging demand for limousine rental services in both Hong Kong and PRC, resulting from the booming travel industry in these areas during the current period. The increase however, was partially offset by higher fuel consumption and staff costs due to inflationary pressures in the first half of 2011. The segment pre-tax profit for the six months narrowed to HK$1.0 million from HK$2.3 million in the last corresponding period.
The Group will continue to monitor the situation and formulate the best business strategy so as to optimize our overall profit margin.
— I-11 —
FInanCIal InFORmaTIOn OF THe GROup
appenDIX I
Mining operation
Luchun Xingtai Mining Co. Limited
The Group’s mining business comprises the exploitation, processing and sales of copper, lead, zinc, arsenic, silver and other mineral resources, through a 90% owned subsidiary of the Company, Luchun Xingtai Mining Co., Ltd. (“Luchun Xingtai”).
Production and operation results for the financial period were summarised as follows:
| Copper ore processed Production of Copper Ore Concentrates Sales of Copper Ore Concentrates Average selling price per Metal (t) (without VAT) |
Six months ended 30 June 2011 10,893 tonnes 61 Metal (t) 143 Metal (t) RMB49,300 |
Six months ended 30 June 2010 20,356 tonnes 125 Metal (t) 74 Metal (t) RMB40,500 |
|---|---|---|
During the period, Luchun Xingtai contributed revenue of approximately HK$7.8 million, and the loss before amortisation and impairment of mining right was approximately HK$0.3 million. The production volume of copper ore concentrates was approximately 61 metal tonnes and sales of the copper ore concentrates were approximately 143 metal tonnes.
The cost of sales of the mining segment mainly includes mining, processing and refining cost, ore transportation costs and waste disposal costs.
Total expenditure associated with the mining operation during the period amounted to approximately HK$8.0 million.
In February 2011, the Yunnan provincial power plant had implemented an electric power brownout over our mining site for purpose of installing and rerouting of power supply from the power station to our mine site to facilitate the power transmission, ultimately to upgrade and increase the supply capacity. As a result, only 200 kilo-watts were being transmitted daily to our mining site, far below the specified operating range of our ore processing plant. Production of copper ore
— I-12 —
FInanCIal InFORmaTIOn OF THe GROup
appenDIX I
was therefore halted during the period of electric power cutback from February 2011 onwards. According to the latest notice from the provincial electricity supply company, the installation works were delayed and targeted to be completed by end of August 2011 due to the rainy season in the area of Damajianshan. Since it is the Group’s plan to continue to focus on exploration activities this year, the temporary disruption of power supply will not cause material impact to our overall production plan during the year. Moreover, as the revenue contributed by the Damajianshan mine only represents a minor portion of the Group’s overall income, the management does not consider the temporary decrease in revenue in our mining operation to have material impact to the Group’s overall financial position. The power had been resumed in early September 2011 and our production was resumed back to normal two weeks later.
The Company has also invested in a set of new crushing and screening machines with better crushing strength to enhance production and reduce spoilage. The entire installation process has been completed and taking into account the upgraded and increased electric power supply capacity in the future, the management believes that our future production capacity can be significantly improved in the long run.
During the period, an environmental and safety assessment has been carried out and a defined written code on safety measures have been compiled to keep miners aware of the all possible danger spots in the mine and the plant. The mine safety analysis will serve as guideline for improving the mining design to enhance occupation safety for workers.
Brockman Resources Limited
Marillana Project activities
Total expenditure associated with the mineral exploration operation for the period from date of acquisition to 30 June 2011 amounted to approximately HK$17.4 million.
The BFS is progressing with the assistance of Evans and Peck. BRM has continued consolidating the detailed inputs for the Marillana Project BFS and the detailed project schedule has undergone strategic internal review to incorporate the updated project timeline based on the latest FEED engineering, procurement and estimating outcomes. Dependant on all project construction approvals being in place, the updated overall construction program is currently indicating the process plant will be completed in 2014. UGL has continued to progress being the FEED stage in line with the target completion of BFS.
— I-13 —
FInanCIal InFORmaTIOn OF THe GROup
appenDIX I
Outlook and likely future developments
The Group will maximize its efforts to move Marillana Project forward to become a producing iron ore mine. The transformation of Marillana Project from an exploration project to project implementation stage and ultimately to production stage will present a positive impact to the Group’s overall performance.
The Group will continue to seek for acquisition opportunities on the resources sector. We intend to acquire quality mining assets from around the world to create a globally recognized resources company.
Liquidity and financial resources
The Group generally finances its short-term funding requirement with cash generated from operations, credit facilities from suppliers and banking facilities.
The current ratio as at 30 June 2011 measured at 4.26 times compared to 1.89 times as reported as at 31 December 2010. The gearing ratio as at 30 June 2011 (longterm debts over equity and long-term debts) is measured at 0.01 as compared to 0.01 recorded as at 31 December 2010. As at 30 June 2011, the Group has total bank and other borrowings amounted to approximately HK$54.5 million, all of which are secured, approximately HK$45.9 million were due within one year and the balance of HK$8.6 million were due in more than one year. All of the borrowings are denominated in Hong Kong dollars.
During the period, the Group did not engage in the use of any financial instruments for hedging purposes, and there was no hedging instrument outstanding as at 30 June 2011.
Capital structure
During the period, the Company has the following movement in the share capital:
- (a) Pursuant to the acceptance under the BRM Offer (which was closed on 15 June 2011), a total of 1,432,980,840 ordinary shares were issued as consideration in connection with the BRM Offer in batches.
As at 30 June 2011, the total number of issued shares outstanding for the Company amounts to 5,355,416,325 WN Shares.
— I-14 —
FInanCIal InFORmaTIOn OF THe GROup
appenDIX I
Pledge of assets
At 30 June 2011, the Group pledged the motor vehicles with a carrying value of approximately HK$13,167,000 to secure general banking facilities granted to a subsidiary of the Company.
Also, at 30 June 2011, a subsidiary of the Company has entered into arrangements with its bank to provide guarantees to its lessor and the Department of Mines and Petroleum. The arrangements were supported by term deposits for the amounts of AUD322,000 (equivalent to approximately HK$2,692,000) which were considered restricted cash and classified under non-current assets.
Staff and remuneration
As at 30 June 2011, the Group employed 482 full time employees, of which approximately 351 employees were in the PRC and 18 employees were in Australia. The remuneration of employees includes salary and discretionary bonus. The Group also adopted a share option scheme to provide incentives to the employees.
The remuneration policy and packages, including the share options, of the Group’s employees, senior management and directors are maintained at market level and reviewed periodically by the management and the remuneration committee, whichever appropriate.
4. InDeBTeDneSS STaTemenT OF THe GROup aS aT 31 auGuST 2011
As at 31 August 2011, being the latest practicable date for the purpose of preparing this indebtedness statement prior to the printing of this supplemental circular, the Group had secured bank borrowings of approximately HK$38.9 million, finance lease obligations of approximately HK$13.5 million and amounts due to related parties of approximately HK$47 million. The secured bank borrowings and the finance lease obligations of the Group were secured by the motor vehicles with net book value of approximately HK$26.6 million and cash deposit of approximately HK$5.2 million as at 31 August 2011. The secured bank borrowings of the Group were provided under the banking facilities for which guarantees amounting to HK$75.2 million and HK$38 million were respectively given by the Group and a related party of a former shareholder of Perryville Group Limited.
— I-15 —
FInanCIal InFORmaTIOn OF THe GROup
appenDIX I
Save as aforesaid and apart from intra-group liabilities, the Group did not have, at close of business on 31 August 2011, any bank borrowings, bank overdrafts, liabilities under acceptances or other similar indebtedness, debentures or other loan capital, mortgages, charges, finance lease, hire purchase commitments, guarantees or other material contingent liabilities.
The Directors are not aware of any material adverse change in the Group’s indebtedness and contingent liabilities since the close of business on 31 August 2011.
5. WORKInG CapITal SuFFICIenCY STaTemenT OF THe GROup FOR THe 12 mOnTHS aFTeR THe DaTe OF THIS SupplemenTal CIRCulaR
The Directors, after due and careful enquiry, are of the opinion that after taking into account the financial resources available to the Group, including internally generated funds and the funding from a related party of the Group, the Group will have sufficient working capital for its present requirements for a period of 12 months from the date of this supplemental circular.
6. nO maTeRIal aDVeRSe CHanGe
As at the Latest Practicable Date, the Directors confirmed that there had been no material adverse change in the financial or trading position or prospect of the Group since 31 December 2010, the date to which the latest published audited consolidated financial statements of the Group were made up.
— I-16 —
appenDIX II FInanCIal InFORmaTIOn OF THe BRm GROup
1. aCCOunTanTS’ RepORT On BRm
The following is the text of an accountants’ report on Brockman Resources Limited received from KPMG Australia, for the purpose of inclusion in this supplemental circular.
KPMG
235 St Georges Terrace Perth WA 6000 Australia
17 October 2011
The Directors
Wah nam International Holdings limited
Room 2805, 28/F, West Tower Shun Tak Centre 168 – 200 Connaught Road Central Sheung Wan Hong Kong
Dear Sirs,
InTRODuCTIOn
We set out below our report on the financial information relating to Brockman Resources Limited (the “Company”) and its subsidiaries (hereinafter collectively referred to as the “Group”) including the consolidated statements of comprehensive income, the consolidated statements of changes in equity and the consolidated cash flow statements of the Group, for each of the three years ended 30 June 2011, 30 June 2010 and 30 June 2009 (the “Relevant Period”), and the consolidated statements of financial position of the Group and the statements of financial position of the Company as at 30 June 2011, 30 June 2010 and 30 June 2009, together with the explanatory notes thereto (the “Financial Information”), for inclusion in the circular of Wah Nam International Holdings Limited (“Wah Nam”) dated 17 October 2011 (the “Circular”).
The Company was incorporated in Australia on 27 February 1989 as a public company with limited liability under the Corporations Act 2001 (Australia). The Company’s shares have been listed on the Australian Securities Exchange since 21 May 1999.
— II-1 —
appenDIX II FInanCIal InFORmaTIOn OF THe BRm GROup
The Company and its subsidiaries have adopted 30 June as their financial year end date. Details of the companies comprising the Group are set out in note 19 of Section B. As at the date of this report, except for the Company, no audited financial statements have been prepared for the other companies comprising the Group as they are not subject to statutory audit requirements under the relevant rules and regulations in Australia, which is the country of incorporation of these companies. The statutory financial statements of the Company were prepared in accordance with Australian Accounting Standards (“AASs”) issued by the Australian Accounting Standards Board (“AASB”) and the Corporations Act 2001 (Australia). These financial statements also comply with International Financial Reporting Standards (“IFRSs”) issued by the International Accounting Standards Board. The statutory financial statements of the Company were audited by KPMG Australia.
The Financial Information has been prepared by the directors of Wah Nam (the “Directors”) based on the audited consolidated financial statements of the Group with no adjustment made thereto, which are in accordance with AASs and comply with IFRSs, the disclosure requirements of the Hong Kong Companies Ordinance and the applicable disclosure provisions of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules). The consolidated financial statements of the Group for the Relevant Period were audited by KPMG, Australia in accordance with Australian Auditing Standards issued by the Auditing and Assurance Standards Board.
ReSpeCTIVe ReSpOnSIBIlITIeS OF DIReCTORS anD RepORTInG aCCOunTanTS
The Directors are responsible for the preparation of the Financial Information that gives a true and fair view in accordance with IFRSs issued by the International Accounting Standards Board, the disclosure requirements of the Hong Kong Companies Ordinance and the applicable disclosure provisions of the Listing Rules, and for such internal control as the Directors determine is necessary to enable the preparation of the Financial Information that is free from material misstatement, whether due to fraud or error.
Our responsibility is to form an opinion on the Financial Information based on our procedures.
BaSIS OF OpInIOn
As a basis for forming an opinion on the Financial Information, for the purpose of this report, we have carried out such appropriate procedures in respect of the Financial Information for the Relevant Period as we considered necessary in accordance with Auditing Guideline “Prospectuses and the Reporting Accountant” (Statement 3.340) issued by the Hong Kong Institute of Certified Public Accountants.
We have not audited any financial statements of the Company, its subsidiaries or the Group in respect of any period subsequent to 30 June 2011.
— II-2 —
appenDIX II FInanCIal InFORmaTIOn OF THe BRm GROup
OpInIOn
In our opinion, for the purpose of this report, the Financial Information, prepared in accordance with the accounting policies set out in Section B below, gives a true and fair view, in all material respects, of the Group’s historical financial information for the Relevant Period, and the state of affairs of the Group as at 30 June 2011, 30 June 2010 and 30 June 2009.
a. FInanCIal InFORmaTIOn
1. COnSOlIDaTeD STaTemenTS OF FInanCIal pOSITIOn
(Expressed in Australian dollars)
| Section B Note assets Fixed assets — property, plant & equipment 8 Restricted cash deposits 10 Total non-current assets Cash and cash equivalents 11 Trade and other receivables 9 Financial assets at fair value through profit or loss Total current assets Total assets liabilities Other payables 16 Provisions 15 Total current liabilities net current assets Total assets less current liabilities Provisions 15 Total non-current liabilities Total liabilities net assets equity Share capital 12 Reserves Accumulated losses Total equity |
2011 | as at 30 June 2010 |
2009 $ 208,702 503,167 711,869 100,868,784 1,158,920 — 102,027,704 102,739,573 3,626,870 114,959 3,741,829 98,285,875 98,997,744 50,575 50,575 3,792,404 98,947,169 127,171,094 2,334,082 (30,558,007) 98,947,169 |
|---|---|---|---|
| $ 278,999 322,410 601,409 53,506,681 1,352,478 — 54,859,159 55,460,568 3,766,303 318,365 4,084,668 50,774,491 51,375,900 70,141 70,141 4,154,809 51,305,759 133,304,408 13,604,437 (95,603,086) 51,305,759 |
$ 324,099 308,410 632,509 84,233,523 783,496 110,000 85,127,019 85,759,528 3,805,081 198,980 4,004,061 81,122,958 81,755,467 99,546 99,546 4,103,607 81,655,921 128,640,442 7,812,003 (54,796,524) 81,655,921 |
The accompanying notes form part of the Financial Information.
— II-3 —
appenDIX II FInanCIal InFORmaTIOn OF THe BRm GROup
2. STaTemenTS OF FInanCIal pOSITIOn
(Expressed in Australian dollars)
| Section B Note assets Fixed assets — property, plant & equipments 8 Restricted cash deposits 10 Total non-current assets Cash and cash equivalents 11 Trade and other receivables 9 Total current assets Total assets liabilities Other payables 16 Provisions 15 Total current liabilities net current assets Total assets less current liabilities Provisions 15 Total non-current liabilities Total liabilities net assets equity Share capital 12 Reserves Accumulated losses Total equity |
2011 | as at 30 June 2010 |
2009 $ 152,401 386,483 538,884 100,807,326 614,029 101,421,355 101,960,239 1,051,156 114,959 1,166,115 100,255,240 100,794,124 50,575 50,575 1,216,690 100,743,549 127,171,094 2,334,082 (28,761,627) 100,743,549 |
|---|---|---|---|
| $ 174,973 208,160 383,133 52,999,056 707,820 53,706,876 54,090,009 1,226,094 310,879 1,536,973 52,169,903 52,553,036 70,141 70,141 1,607,114 52,482,895 133,304,408 13,604,436 (94,425,949) 52,482,895 |
$ 230,872 194,160 425,032 84,171,813 420,673 84,592,486 85,017,518 915,519 198,980 1,114,499 83,477,987 83,903,019 99,546 99,546 1,214,045 83,803,473 128,640,442 7,812,003 (52,648,972) 83,803,473 |
The accompanying notes form part of the Financial Information.
— II-4 —
appenDIX II FInanCIal InFORmaTIOn OF THe BRm GROup
3. COnSOlIDaTeD STaTemenTS OF COmpReHenSIVe InCOme
(Expressed in Australian dollars)
| Section B Note Other income Exploration and evaluation expenditure Administration expenditure — general — share-based payments transactions 14 loss from operations Finance income 5 Finance cost 5 net finance income loss before taxation Income tax benefit 6 loss for the year attributable to owners of the Company Other comprehensive income for the year, net of tax Total comprehensive income for the year attributable to owners of the Company loss per share (cents per share) Basic and diluted loss per share 13 |
Years ended 30 June 2011 2010 2009 $ $ $ 118,250 110,000 — (32,980,253) (19,941,343) (17,422,373) (6,481,721) (3,351,816) (2,780,581) (5,792,434) (5,477,921) (1,109,097) (45,136,158) (28,661,080) (21,312,051) 4,439,596 4,422,563 6,099,759 (110,000) — — 4,329,596 4,422,563 6,099,759 (40,806,562) (24,238,517) (15,212,292) — — 460,771 (40,806,562) (24,238,517) (14,751,521) — — — (40,806,562) (24,238,517) (14,751,521) (30.10) (18.00) (11.10) |
Years ended 30 June 2011 2010 2009 $ $ $ 118,250 110,000 — (32,980,253) (19,941,343) (17,422,373) (6,481,721) (3,351,816) (2,780,581) (5,792,434) (5,477,921) (1,109,097) (45,136,158) (28,661,080) (21,312,051) 4,439,596 4,422,563 6,099,759 (110,000) — — 4,329,596 4,422,563 6,099,759 (40,806,562) (24,238,517) (15,212,292) — — 460,771 (40,806,562) (24,238,517) (14,751,521) — — — (40,806,562) (24,238,517) (14,751,521) (30.10) (18.00) (11.10) |
|---|---|---|
| $ 118,250 (32,980,253) (6,481,721) (5,792,434) (45,136,158) 4,439,596 (110,000) 4,329,596 (40,806,562) — (40,806,562) — (40,806,562) (30.10) |
$ 110,000 (19,941,343) (3,351,816) (5,477,921) (28,661,080) 4,422,563 — 4,422,563 (24,238,517) — (24,238,517) — (24,238,517) (18.00) |
The accompanying notes form part of the Financial Information.
— II-5 —
appenDIX II FInanCIal InFORmaTIOn OF THe BRm GROup
4. COnSOlIDaTeD STaTemenTS OF CaSH FlOWS
(Expressed in Australian dollars)
| Section B Note Cash flows from operating activities Cash paid to suppliers and employees Interest received Tax refund received net cash flows used in operating activities 11 Cash flows from investing activities Proceeds from sale of financial assets at fair value through profit or loss Payments for acquisition of property, plant and equipment net cash flows used in investing activities Cash flows from financing activities Proceeds from issue of share capital Payment of share issue costs 12(b) Movement in restricted cash net cash flows generated from financing activities Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at 1 July Cash and cash equivalents at 30 June 11 |
Years ended 30 June 2011 2010 2009 $ $ $ (39,536,381) (22,681,602) (18,554,936) 4,254,830 4,581,592 5,672,423 — — 460,771 (35,281,551) (18,100,010) (12,421,742) 69,959 — — (165,216) (205,082) (188,201) (95,257) (205,082) (188,201) 4,679,334 1,495,500 81,949,205 (15,368) (26,152) (4,196,027) (14,000) 200,483 — 4,649,966 1,669,831 77,753,178 (30,726,842) (16,635,261) 65,143,235 84,233,523 100,868,784 35,725,548 53,506,681 84,233,523 100,868,784 |
Years ended 30 June 2011 2010 2009 $ $ $ (39,536,381) (22,681,602) (18,554,936) 4,254,830 4,581,592 5,672,423 — — 460,771 (35,281,551) (18,100,010) (12,421,742) 69,959 — — (165,216) (205,082) (188,201) (95,257) (205,082) (188,201) 4,679,334 1,495,500 81,949,205 (15,368) (26,152) (4,196,027) (14,000) 200,483 — 4,649,966 1,669,831 77,753,178 (30,726,842) (16,635,261) 65,143,235 84,233,523 100,868,784 35,725,548 53,506,681 84,233,523 100,868,784 |
|---|---|---|
| $ (39,536,381) 4,254,830 — (35,281,551) 69,959 (165,216) (95,257) 4,679,334 (15,368) (14,000) 4,649,966 (30,726,842) 84,233,523 53,506,681 |
$ (22,681,602) 4,581,592 — (18,100,010) — (205,082) (205,082) 1,495,500 (26,152) 200,483 1,669,831 (16,635,261) 100,868,784 84,233,523 |
The accompanying notes form part of the Financial Information.
— II-6 —
appenDIX II FInanCIal InFORmaTIOn OF THe BRm GROup
5. COnSOlIDaTeD STaTemenTS OF CHanGeS In eQuITY
(Expressed in Australian dollars)
| at 1 July 2008 Total comprehensive income for the 2009 year Loss Total comprehensive income for the year Transactions with owners, recorded directly in equity Share issue costs recognised directly in equity Share issue proceeds Share-based payment transactions Share options exercised Total contributions by and distributions to owners Balance at 30 June 2009 Total comprehensive income for the 2010 year Loss Total comprehensive income for the year Transactions with owners, recorded directly in equity Share issue costs recognied directly in equity Share issue proceeds Share-based payment transactions Total contributions by and distributions to owners Balance at 30 June 2010 |
Share Capital $ 49,101,913 — — (4,196,027) 81,949,205 — 316,003 78,069,181 127,171,094 — — (26,152) 1,495,500 — 1,469,348 128,640,442 |
accumulated losses $ (15,806,486) (14,751,521) (14,751,521) — — — — — (30,558,007) (24,238,517) (24,238,517) — — — — (54,796,524) |
equity Compensation Reserve $ 1,540,988 — — — — 1,109,097 (316,003) 793,094 2,334,082 — — — — 5,477,921 5,477,921 7,812,003 |
Total $ 34,836,415 |
|---|---|---|---|---|
| (14,751,521) | ||||
| (14,751,521) | ||||
| (4,196,027) 81,949,205 1,109,097 — |
||||
| 78,862,275 | ||||
| 98,947,169 | ||||
| (24,238,517) | ||||
| (24,238,517) | ||||
| (26,152) 1,495,500 5,477,921 |
||||
| 6,947,269 | ||||
| 81,655,921 |
— II-7 —
appenDIX II FInanCIal InFORmaTIOn OF THe BRm GROup
5. COnSOlIDaTeD STaTemenTS OF CHanGeS In eQuITY (Continued) (Expressed in Australian dollars)
| Total comprehensive income for the 2011 year Loss Total comprehensive income for the year Transactions with owners, recorded directly in equity Share issue costs recognied directly in equity Share issue proceeds Share-based payment transactions Total contributions by and distributions to owners Balance at 30 June 2011 |
Share Capital $ — — (15,368) 4,679,334 — 4,663,966 133,304,408 |
accumulated losses $ (40,806,562) (40,806,562) — — — — (95,603,086) |
equity Compensation Reserve $ — — — — 5,792,434 5,792,434 13,604,437 |
Total $ (40,806,562) |
|---|---|---|---|---|
| (40,806,562) | ||||
| (15,368) 4,679,334 5,792,434 |
||||
| 10,456,400 | ||||
| 51,305,759 |
The accompanying notes form part of the Financial Information.
— II-8 —
appenDIX II FInanCIal InFORmaTIOn OF THe BRm GROup
B. nOTeS TO FInanCIal InFORmaTIOn
1. Reporting entity
Brockman Resources Limited (“Brockman” or “the Company”) is a company incorporated on 27 February 1989 domiciled in Australia. The address of the Company’s registered office is Level 1, 117 Stirling Highway, Nedlands, Western Australia. The Accountant’s Report of the Company as at and for each of the three years ended 30 June 2011, 2010 and 2009 comprise the Company and its subsidiaries (together referred to as “Consolidated” or the “the Group”). The Group primarily is involved in the acquisition, exploration, and development of mineral tenements currently in Australia.
2. Significant accounting policies
a.
Statement of compliance
The Financial Information set out in this report has been prepared in accordance with IFRSs, which collective term includes International Accounting Standards (“IASs”) and related interpretations issued by the IASB. Further details of the significant accounting policies adopted by the Group are set out in the remainder of this Section B.
The IASB has issued a number of new and revised IFRSs. For the purpose of preparing the Financial Information, the Group has adopted all these new and revised IFRSs applicable to the Relevant Period, except for any new standards or interpretations that are not yet effective for the accounting period beginning 1 July 2010. The revised and new accounting standards and interpretations issued but not yet effective for the accounting period beginning 1 July 2010 are set out in notes 2(t) of this section.
The Financial Information also complies with the disclosure requirements of the Hong Kong Companies Ordinance and the applicable disclosure provisions of the Listing Rules.
The accounting policies set out below have been applied consistently to all periods presented in the Financial Information.
b. Basis of measurement
The Financial Information has been prepared on the historical cost basis except for financial assets at fair value through profit or loss.
c. Functional and presentation currency
The Financial Information is presented in Australian dollars, which is the Company’s functional currency.
d. Use of estimates and judgements
The preparation of the Financial Information in conformity with IFRSs requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.
— II-9 —
appenDIX II FInanCIal InFORmaTIOn OF THe BRm GROup
Information about significant areas of estimation uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amount recognised in the Financial Information are described in Section B note 14, measurement of share based payments.
e.
Basis of consolidation
The Financial Information comprises the financial statements of the Company and its subsidiaries as at 30 June 2011, 2010 and 2009.
(i) Subsidiaries
Subsidiaries are entities controlled by the Group. Control exists when the Group has power to govern the financial operating policies of an entity to obtain benefits from its activities. The financial statements of subsidiaries are included in the Financial Information from the date that control commences until the date that control ceases.
(ii) Jointly controlled operations
A jointly controlled operation is a joint venture carried on by each venture using its own assets in pursuit of the joint operations. The Financial Information includes the assets that the Group controls and the liabilities that it incurs in the course of pursuing the joint operation, and the expenses that the Group incurs and its share of the income that it earns from the joint operation.
(iii) Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the Financial Information.
f. Financial instruments
The Group initially recognises loans and receivables and deposits on the date that they are originated. All other financial assets (including assets designated at fair value through profit or loss) are recognised initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument.
The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the Group is recognised as a separate asset or liability.
Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.
The Group has the following non-derivative financial assets: financial assets at fair value through profit or loss, and loans and receivables. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition and re-evaluates this designation at each reporting date.
— II-10 —
FInanCIal InFORmaTIOn OF THe BRm GROup
appenDIX II
- (i) Financial assets at fair value through profit or loss
A financial asset is classified as at fair value through profit or loss if it is classified as held for trading or is designated as such upon initial recognition. Financial assets are designated at fair value through profit or loss if the Group manages such investments and makes purchase and sale decisions based on their fair value in accordance with the Group’s documented risk management or investment strategy. Attributable transaction costs are recognised in profit or loss when incurred. Financial assets at fair value through profit or loss are measured at fair value, and changes therein are recognised in profit or loss.
- (ii) Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables comprise other receivables and cash and cash equivalents (cash balances and bank deposits). They arise when the Group provides money, goods or services directly to a debtor with no intention of selling the receivable. They are included in current assets, except for those with maturities greater than 12 months after the reporting date which are classified as non-current assets.
- (iii) Cash and cash equivalents
Cash on hand and in banks and short-term deposits are stated at nominal value.
For the purposes of the statements of cash flow, cash includes cash on hand and in banks, and money market investments readily convertible to cash.
g. Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognised as a deduction from equity, net of any tax effects.
h. Property, plant and equipment
- (i) Recognition and measurement
Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.
Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment.
The gain or loss on disposal of an item of property, plant and equipment is determined by comparing the proceeds from disposal with the carrying amount of the property, plant and equipment, and is recognised net within other income/ expenses in profit or loss.
— II-11 —
appenDIX II FInanCIal InFORmaTIOn OF THe BRm GROup
(ii) Depreciation
Depreciation is based on the cost of an asset less its residual value. Significant components of individual assets are assessed and if a component has a useful life that is different from the remainder of that asset, that component is depreciated separately.
Depreciation is recognised in profit or loss on a diminishing value basis over the estimated useful lives of each component of an item of property, plant and equipment is as follows:
plant equipment 3 – 10 years
Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
i. Impairment
Non-derivative financial assets
Loans and receivables are assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably.
An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount, and the present value of the estimated future cash flows discounted at the original effective interest rate. An impairment loss in respect of an available for sale financial asset is calculated by reference to its fair value.
Individually significant financial assets are tested for impairment on an individual basis. The remaining financial assets are assessed collectively in groups that share similar credit risk characteristics.
All impairment losses are recognised in the profit or loss. Any cumulative loss in respect of an available for sale financial asset recognised previously in equity is transferred to profit or loss.
j. Employee benefits
Share-based payment transactions
The Group provides benefits to employees (including Directors) of the Group in the form of share-based payment transactions, whereby employees render services in exchange for shares or rights over shares (“equity-settled transactions”).
The cost of these equity-settled transactions with participants is measured by reference to the fair value at the date at which they are granted. The fair value is determined using a Binomial model.
In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of the Company (“market conditions”).
— II-12 —
appenDIX II FInanCIal InFORmaTIOn OF THe BRm GROup
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (“vesting date”).
The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects:
-
a. the extent to which the vesting period has expired; and
-
b. the number of awards that, in the opinion of the Directors of the Group, will ultimately vest. This opinion is formed based on the best available information at the time. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition.
Where the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the value of the transaction as a result of the modification, as measured at the date of modification.
Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that is granted, the cancelled and new award are treated as if they were a modification of the original award, as described in the previous paragraph.
The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings per share.
No terms of equity-settled share-based payment transactions (including options and rights granted as compensation to a key management personnel) have been altered or modified by the issuing entity during the Relevant Periods other than where employee have been exercised utilising the Employee Loan Scheme (“ELS”) as approved by shareholders at the November 2008 Annual General Meeting. Interest is charged on the loan at statutory rates. Under the terms of the ELS the Company retains security over the Loan shares until the associated loan amount and related interest is repaid. Due to the limited recourse nature of the ELS the Loan, accrued interest and the Loan shares contribution to equity are not recorded.
k. Provisions
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance cost.
— II-13 —
appenDIX II FInanCIal InFORmaTIOn OF THe BRm GROup
- (i) Short and long term employee benefits
Provision is made for amounts expected to be paid to employees of a controlled entity in respect of their entitlement to annual leave and long service leave arising from services rendered by employees to the reporting date. Employee benefits expected to be settled within one year arising from wage and salaries and annual leave have been measured at the rates of pay expected when the liability is expected to be settled. Long service leave entitlements payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those entitlements.
Employee benefits expenses and revenues arising in respect of the following categories:
-
wages and salaries, non-monetary benefits, annual leave, long service leave, sick leave and other leave benefits; and
-
other types of employee benefits are recognised against profits on a net basis in their respective categories.
-
(ii) Site restoration
In accordance with the Group’s published environmental policy and applicable legal requirements, a provision for site restoration in respect of contaminated land, and the related expense, is recognised if land is contaminated. During the Relevant Period there are no such provisions.
l. Lease payments
Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease. Lease incentives received are recognised as an integral part of the total lease expense, over the term of the lease.
m.
Finance income and finance costs
Finance income comprise interest income on funds invested. Interest income is recognised as it accrues in profit or loss, using the effective interest method.
Finance costs comprise fair value losses on financial assets at fair value through profit or loss and impairment losses recognised on financial assets (other than receivables).
n.
Exploration and evaluation costs
The Group has a policy of expensing all exploration and evaluation expenditure, except for acquisition of tenement costs, in the financial year in which it is incurred, unless its recoupment out of revenue to be derived from the successful development of the prospect, or from sale of that prospect, is assured beyond reasonable doubt.
o.
Trade payables and accrued expenses
Trade payables and accrued expenses are recognised when the Group becomes obliged to make future payments resulting from the purchase of goods and services and is measured initially at fair value and subsequently at its amortised cost.
— II-14 —
appenDIX II FInanCIal InFORmaTIOn OF THe BRm GROup
p. Income tax
Deferred tax is recognised using the balance sheet method providing for temporary differences at the end of the reporting period date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognised for all taxable temporary differences:
-
except where the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss;
-
temporary differences related to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future;
-
taxable temporary differences arising on the initial recognition of goodwill.
Deferred income tax assets are recognised for all deductible temporary differences, carryforward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry-forward of unused tax assets and unused tax losses can be utilised:
-
except where the deferred income tax asset relating to the deductible temporary differences arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and
-
in respect of deductible temporary differences associated with investments in subsidiaries and interests in joint ventures, deferred tax assets are only recognised to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.
Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted to substantively enacted by the reporting date.
A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
Income taxes relating to items recognised directly in equity are recognised in equity and not in the profit or loss.
The Company and its wholly owned subsidiaries are a tax consolidated group. As a consequence, all members of the tax-consolidated group are taxed as a single entity. The head entity of the tax consolidated group is the Company.
— II-15 —
appenDIX II FInanCIal InFORmaTIOn OF THe BRm GROup
q. Goods and services tax (“GST”) — Indirect taxes
Revenues, expenses and assets are recognised net of the amount of GST except:
-
where the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
-
receivables and payables are stated with the amount of GST included.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statements of financial position.
Cash flows are included in the statements of cash flows on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority, are classified as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.
r. Earnings per share
The Group presents basic and diluted earnings per share data for its ordinary shares. Basic earnings per share is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the year, adjusted for own shares held. Diluted earnings per share is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding, adjusted for own shares held, for the effects of all dilutive potential ordinary shares, which comprise of share options granted to employees.
s. Segment reporting
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. All operating segments’ operating results are reviewed regularly by the Group’s Chief Executive Officer to make decisions about resources to be allocated to the segment and to assess its performance, and for which discrete financial information is available.
— II-16 —
appenDIX II FInanCIal InFORmaTIOn OF THe BRm GROup
t. New accounting standards and interpretations
The following standards, amendments to standards and interpretations have been identified as those which may impact the entity in the period of initial application. They are available for early adoption at 30 June 2011, but have not been applied in preparing this financial report.
-
(i) IFRS 9 Financial Instruments includes requirements for the classification and measurement of financial assets resulting from the first part of Phase 1 of the project to replace IAS 39 Financial Instruments: Recognition and Measurement IAS will become mandatory for the Group’s 30 June 2014 financial statements. Retrospective application is generally required, although there are exceptions, particularly if the entity adopts the standard for the year ended 30 June 2012 or earlier. The Group has not yet determined the potential effect of the standard.
-
(ii) IAS 24 Related Party Disclosures (revised December 2009) simplifies and clarifies the intended meaning of the definition of a related party and provides a partial exemption from the disclosure requirements for government-related entities. The amendments, which will become mandatory for the Group’s 30 June 2012 financial statements, are not expected to have any impact on the financial statements.
-
(iii) IFRS 11 Joint Arrangements , which becomes mandatory for the Group’s 30 June 2014 financial statements and could change the classification and measurement of investments in jointly controlled entities. The Group does not plan to adopt this standard early and the extent of the impact has not been determined.
-
(iv) Amended IAS 19 Employee Benefits , which becomes mandatory for the Group’s 30 June 2014 financial statements and could change the definition of short-term and other long-term employee benefits and some disclosure requirements. The Group does not plan to adopt this standard early and the extent of the impact has not been determined.
3. Financial risk management
Overview
The Group has exposure to the following risks from their use of financial instruments:
-
credit risk
-
liquidity risk
-
market risk
This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and processes for measuring and managing risk, and the Group’s management of capital. Further quantitative disclosures are included throughout the Financial Information.
Risk management framework
The Board of directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The Board has established the Audit and Risk Management Committee, which is responsible for developing and monitoring the Group’s risk management policies. The committee reports regularly to the Board of directors on its activities.
— II-17 —
appenDIX II FInanCIal InFORmaTIOn OF THe BRm GROup
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or a counter party to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s receivables from customers and investment securities.
- i. Cash and cash equivalents
The Group limits its exposure to credit risk by only investing in liquid securities and only with counterparties that have an acceptable credit rating. During the Relevant Period, the Group focused it investment of its cash resources on short term deposits, seeking to maximise return from these standard banking investments, but minimising term exposure to individual institutions. In addition, the Group aimed to spread its deposits between three or more Australian banks to spread individual institutional risk.
- ii. Other receivables
As the Group operates primarily in exploration activities, its other receivables are primarily receivables from GST refundable and interest receivable. There were no significant concentrations of credit risk at the end of each reporting period. Management does not expect parties to fail to meet their obligations.
As at 30 June 2011, 2010 and 2009 there are no receivables that were past due.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring acceptable losses or risking damage to the Group’s reputation.
The Group manages liquidity risk maintaining adequate cash reserves from funds raised in the market and by continuously monitoring forecast and actual cash flows. The Group does not have any external borrowings.
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group’s income or the value of its holding of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
Currency risk
The Group is not exposed to currency risk as at the end of each reporting date as the Group holds no financial assets or liabilities denominated in foreign currency.
Interest rate risk
The Group is exposed to interest rate risk (primarily on cash and cash equivalents), which is the risk that a financial instrument’s value will fluctuate as a result of changes in the market interest rates on interest-bearing financial instruments. The Group does not use derivatives to mitigate these exposures.
— II-18 —
appenDIX II FInanCIal InFORmaTIOn OF THe BRm GROup
The Group adopts a policy of ensuring that as far as possible it maintains excess cash and cash equivalents in short-term deposits at fixed interest rates maturing at the end of each term to minimise exposure to interest rate volatility.
Other market price risk
The Group’s activities are currently in the exploration and evaluation phase and accordingly the Group’s financial assets and liabilities are subject to minimal commodity price risk.
Capital management
The Group’s objectives when managing capital are safeguarding the Group’s ability to continue as a going concern, so as to maintain a strong capital base sufficient to maintain future exploration and development of its projects. In order to maintain or adjust the capital structure, the Group may return capital to shareholders, issue new shares or sell assets to increase cash. The Group’s focus has been to raise sufficient funds through equity to fund exploration and evaluation activities.
There were no changes in the Group’s approach to capital management during the year. Risk management policies and procedures are established with regular monitoring and reporting.
The Group’s net assets to adjusted equity ratio at the end of the reporting date was as follows:
| Total liabilities _Less:_cash and cash equivalents net assets Total equity net assets to equity rate at 30 June |
2011 $ 4,154,809 53,506,681 49,351,872 51,305,759 0.962 |
as at 30 June 2010 2009 $ $ 4,103,607 3,792,404 84,233,523 100,868,784 80,129,916 97,076,380 81,655,921 98,947,169 0.981 0.981 |
as at 30 June 2010 2009 $ $ 4,103,607 3,792,404 84,233,523 100,868,784 80,129,916 97,076,380 81,655,921 98,947,169 0.981 0.981 |
|---|---|---|---|
| 97,076,380 | |||
| 98,947,169 | |||
| 0.981 |
Neither the Company nor any of its subsidiaries are subject to externally imposed capital requirements.
— II-19 —
appenDIX II FInanCIal InFORmaTIOn OF THe BRm GROup
4. expenses
| (a) employment expenses Wages and salaries Superannuation Fringe benefits tax Payroll tax Temporary staff Share based payments Other employment expenses (b) Other expenses Rental expenses on operating leases Depreciation Auditors’ remuneration 5. Finance income and finance costs Interest income from bank deposits Finance income Impairment loss on financial assets at fair value through profit or loss Finance costs net finance income recognised in profit or loss |
Years ended 30 June 2011 2010 2009 $ $ $ 3,468,628 2,877,067 2,281,843 288,831 233,985 204,829 8,242 7,142 10,836 218,122 210,993 94,985 264,144 249,918 886 5,792,434 5,477,921 1,109,097 238,018 185,045 194,215 10,278,419 9,242,071 3,896,691 352,087 363,199 318,957 201,958 93,138 84,110 50,503 45,994 37,500 Years ended 30 June 2011 2010 2009 $ $ $ 4,439,596 4,422,563 6,099,759 4,439,596 4,422,563 6,099,759 110,000 — — 110,000 — — 4,329,596 4,422,563 6,099,759 |
Years ended 30 June 2011 2010 2009 $ $ $ 3,468,628 2,877,067 2,281,843 288,831 233,985 204,829 8,242 7,142 10,836 218,122 210,993 94,985 264,144 249,918 886 5,792,434 5,477,921 1,109,097 238,018 185,045 194,215 10,278,419 9,242,071 3,896,691 352,087 363,199 318,957 201,958 93,138 84,110 50,503 45,994 37,500 Years ended 30 June 2011 2010 2009 $ $ $ 4,439,596 4,422,563 6,099,759 4,439,596 4,422,563 6,099,759 110,000 — — 110,000 — — 4,329,596 4,422,563 6,099,759 |
|---|---|---|
| 6,099,759 | ||
| — | ||
| — | ||
| 6,099,759 |
— II-20 —
appenDIX II FInanCIal InFORmaTIOn OF THe BRm GROup
6. Income tax on the consolidated statements of comprehensive income
| (a) major components of income tax benefit for the year ended 30 June are: Current income tax Deferred tax expense Income tax benefit reported in the comprehensive income (b) a reconciliation of effective tax rate Accounting loss before tax At statutory income tax rate of 30% (2010: 30% and 2009: 30%) Non-deductible items Over-provision in respect of prior years Share based payments Tax losses not recognised Income tax benefit reported in comprehensive income |
Years ended 30 June 2011 2010 2009 $ $ $ — — (460,771) — — — — — (460,771) (40,806,562) (24,238,517) (15,212,292) (12,241,969) (7,271,555) (4,563,688) 1,819,617 48,271 939,205 (1,672,923) (651,931) (766,896) 1,737,730 1,643,377 332,729 10,357,545 6,231,838 3,597,879 — — (460,771) |
|---|---|
The tax benefit for the year ended 30 June 2009 represents tax incentives given by Australian Tax Office on certain research and development expenditure.
There is no tax provision for the Relevant Period as the Group sustained losses for taxation purposes.
— II-21 —
appenDIX II FInanCIal InFORmaTIOn OF THe BRm GROup
7. Deferred income tax
| Deferred income tax at each 30 June relates to the following: Deferred tax liabilities Other Deferred tax assets Share raising costs Other Income tax losses Tax losses not recognised Gross deferred tax asset Net deferred tax asset |
The Group Statement of financial position as at 30 June 2011 2010 2009 $ $ $ (138,977) (108,703) (156,811) 1,414,047 998,608 1,377,785 435,023 889,402 280,490 23,696,339 13,264,538 7,322,735 (25,406,432) (15,043,845) (8,824,200) 138,977 108,703 156,811 — — — |
|---|---|
Deferred income tax — the Company
No deferred tax assets and liabilities have been recognised in the statement of financial position as the Company does not have any temporary differences which would give rise to net deferred tax assets and liabilities.
Losses
The Group has unrecognised tax losses arising in Australia of $78,987,796, $44,215,127 and $24,409,118 as at 30 June 2011, 2010 and 2009 respectively that are available indefinitely for offset against future taxable income subject to the satisfaction of the loss recoupment rules. Deferred tax assets have not been recognised in respect of these items because it is not probable that future taxable profit will be available against which the Group can utilise the benefits therefrom.
The deferred tax relating to losses will only be recognised if:
-
i. Future assessable income is serviced of a nature and of an amount sufficient to enable the benefit to be realised;
-
ii. The conditions for deductibility imposed by tax legislation continue to be complied with; and
-
iii. No changes in tax legislation adversely affect the group in realising the benefit.
— II-22 —
appenDIX II FInanCIal InFORmaTIOn OF THe BRm GROup
Tax consolidation
The Company and its wholly owned Australian resident subsidiaries formed a tax consolidated group during the year ended 30 June 2006. The Company is the head entity of the tax consolidated Group. Members of the Group have entered into a tax funding arrangement in order to allocate income tax expense to the wholly owned subsidiaries on a pro-rata basis.
8. property, plant and equipment
| Cost Opening balance Additions Disposals Closing balance accumulated depreciation expense Opening balance Depreciation for the year Disposals Closing balance Carrying amounts Trade and other receivables Goods and services tax receivable Interest receivable Prepayments Other receivables Receivable from wholly-owned entities: Non-interest bearing 1 _Less:_provision for impairment 2 |
2011 $ 576,850 165,215 (8,743) 733,322 (252,751) (201,958) 386 (454,323) 278,999 2011 $ 764,469 431,448 67,067 89,494 — — 1,352,478 |
The Group as at 30 June 2010 $ 368,315 208,535 — 576,850 (159,613) (93,138) — (252,751) 324,099 The Group as at 30 June 2010 $ 220,421 356,682 51,057 155,336 — — 783,496 |
2009 $ 180,114 188,201 — 368,315 (75,503) (84,110) — (159,613) 208,702 2009 $ 386,089 524,963 141,970 105,898 — — 1,158,920 |
2011 $ 420,433 69,178 — 489,611 (189,561) (125,077) — (314,638) 174,973 2011 $ 242,498 431,448 29,780 4,094 79,491,058 (79,491,058) 707,820 |
The Company as at 30 June 2010 2009 $ $ 276,287 135,417 144,146 140,870 — — 420,433 276,287 (123,886) (65,605) (65,675) (58,281) — — (189,561) (123,886) 230,872 152,401 The Company as at 30 June 2010 2009 $ $ 12,015 58,204 356,682 521,437 51,976 19,770 — 14,618 45,432,022 25,219,414 (45,432,022) (25,219,414) 420,673 614,029 |
2009 $ 135,417 140,870 — |
|---|---|---|---|---|---|---|
| 276,287 | ||||||
| (65,605) (58,281) — |
||||||
| (123,886) | ||||||
| 152,401 | ||||||
| 614,029 |
9. Trade and other receivables
1 The loan to the controlled entities are unsecured, non-interest bearing and is payable on demand. The loan has been utilised on exploration and evaluation expenditure.
2 Loans to controlled entities are fully provided as the subsidiaries control insufficient cash to satisfy the amounts owned to the parent entity. The provision will be reassessed at any time that a subsidiary develops a project to a decision to mine.
— II-23 —
appenDIX II FInanCIal InFORmaTIOn OF THe BRm GROup
10. Restricted cash deposits
| The Group | The Company | |||||
|---|---|---|---|---|---|---|
| as at 30 June | as at 30 June | |||||
| 2011 | 2010 | 2009 | 2011 | 2010 | 2009 | |
| $ | $ | $ | $ | $ | $ | |
| Restricted cash deposits | 322,410 | 308,410 | 503,167 | 208,160 | 194,160 | 386,483 |
The Group has entered into arrangements with the Group’s banks to provide guarantees to the Group’s Lessor and the Department of Mines and Petroleum. The arrangements are supported by term deposits for the amounts disclosed above, which are considered restricted cash.
11. Cash and cash equivalents
| Cash on hand Cash at banks Cash and cash equivalents in the statements of cash flows Reconciliation of cash flows from operating activities Cash flows from operating activities Loss for the period Adjustments for: — gain on sale of investment — depreciation — equity-settled share-based payment transactions — gain on sale of property, plant and equipment — change in fair value of financial assets Change in restricted cash Change in receivables Change in payables Change in provisions and employee benefits net cash flows used in operating activities |
2011 $ 467 53,506,214 53,506,681 (40,806,562) (69,959) 201,960 5,792,434 8,355 110,000 (34,763,772) — (568,982) (38,778) 89,981 (35,281,551) |
The Group as at 30 June 2010 2009 $ $ 400 350 84,233,123 100,868,434 84,233,523 100,868,784 (24,238,517) (14,751,521) — — 93,138 84,110 5,477,921 1,109,097 — — (110,000) — (18,777,458) (13,558,314) (5,726) (128,779) 375,424 (393,266) 174,759 1,587,348 132,991 71,269 (18,100,010) (12,421,742) |
2011 $ 3,499,056 49,500,000 52,999,056 |
The Company as at 30 June 2010 2009 $ $ 2,171,813 1,667,344 82,000,000 99,139,982 84,171,813 100,807,326 |
The Company as at 30 June 2010 2009 $ $ 2,171,813 1,667,344 82,000,000 99,139,982 84,171,813 100,807,326 |
|---|---|---|---|---|---|
| 100,807,326 | |||||
— II-24 —
appenDIX II FInanCIal InFORmaTIOn OF THe BRm GROup
12. Share capital
| as at 30 June | as at 30 June | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2011 | 2010 | 2009 | |||||||||
| $ | $ | $ | |||||||||
| (a) | Issued and paid up capital | ||||||||||
| Ordinary shares issued and | |||||||||||
| fully paid | 133,304,408 | 128,640,442 | 127,171,094 | ||||||||
| 2011 | 2010 | 2009 | |||||||||
| Number | $ | Number | $ | Number | $ | ||||||
| (b) | Movements in shares on issue | ||||||||||
| Beginning of the financial year | |||||||||||
| ordinary shares | 136,228,151 | 128,640,442 | 134,038,151 | 127,171,094 | 99,866,331 | 49,101,913 | |||||
| Beginning of the financial year | |||||||||||
| loan shares | 5,260,000 | 7,424,500 | 850,000 | 425,000 | — | — | |||||
| Issued during the year | 3,315,000 | 5,862,900 | 6,600,000 | 8,495,000 | 35,021,820 | 82,690,208 | |||||
| Share issue expenses | — | (15,368) | — | (26,152) | — | (4,196,027) | |||||
| Issue capital inclusive of loan | |||||||||||
| shares | 144,803,151 | 141,912,474 | 141,488,151 | 136,064,942 | 134,888,151 | 127,596,094 | |||||
| Loan shares_(note 12(d))_ | (5,166,112) | (8,608,066) | (5,260,000) | (7,424,500) | (850,000) | (425,000) | |||||
| Total consolidated issued capital | |||||||||||
| at 30 June | 139,637,039 | 133,304,408 | 136,228,151 | 128,640,442 | 134,038,151 | 127,171,094 |
(c) Ordinary shares
The Company does not have authorised capital or par value in respect of its issued shares. Holders of ordinary shares have the right to receive dividends as declared and are entitled to one vote per share at shareholders’ meetings. In the event of winding up of the Company, ordinary shareholders are entitled to participate in the proceeds from the sale of all surplus assets in proportion to the number amounts paid up on shares held.
(d) Loan shares
A total of 2,160,000 options, 5,475,000 options and 1,000,000 options during the years ended 30 June 2011, 2010 and 2009 respectively were exercised utilising the Employee Loan Scheme (“ELS”) and requiring the issue of 2,160,000 shares, 5,475,000 shares and 1,000,000 shares during the years ended 30 June 2011, 2010 and 2009 respectively. The rules of the ELS impose a holding lock and retain power of sale of shares issued utilising the ELS with the Company. These shares are recorded as Loan Shares. Interest is charged on the loan balance. 2,253,888 loan shares, 1,065,000 loan shares and 150,000 loan shares were sold during the years ended 30 June 2011, 2010 and 2009 respectively at the direction of the employees and the proceeds of sale first used to satisfy the related portion of the Loan and interest outstanding. There were 5,166,112, 5,260,000 and 850,000 loan shares outstanding as at 30 June 2011, 2010 and 2009, respectively.
(e) Distributability of reserves
There were no reserves available for distribution to shareholders at the end of each reporting period. The accumulated losses of the Company as at 30 June 2011 amounted to $94,425,950.
— II-25 —
appenDIX II FInanCIal InFORmaTIOn OF THe BRm GROup
(f) Options outstanding
| 30 June 2011 | 30 June 2010 | 30 June 2009 | ||||||
|---|---|---|---|---|---|---|---|---|
| number of | exercise | expiry date | number of | exercise | expiry date | number of | exercise | expiry date |
| shares | price | (on or before) | shares | price | (on or before) | shares | price | (on or before) |
| 250,000 | $1.25 | 20-Apr-13 | 1,000,000 | $0.50 | 01-Jul-12 | 200,000 | $0.30 | 04-Dec-09 |
| 600,000 | $1.30 | 11-Nov-13 | 250,000 | $1.25 | 20-Apr-13 | 100,000 | $0.30 | 16-Apr-11 |
| 2,100,000 | $3.21 | 15-Jun-14 | 450,000 | $1.25 | 10-May-13 | 2,000,000 | $0.50 | 01-Jul-12 |
| 1,500,000 | $3.00 | 31-Aug-14 | 450,000 | $1.25 | 03-Aug-13 | 1,000,000 | $0.50 | 14-Nov-11 |
| 450,000 | $5.85 | 16-Jan-15 | 75,000 | $1.70 | 11-Nov-13 | 600,000 | $1.25 | 20-Apr-13 |
| 700,000 | $1.30 | 11-Nov-13 | 100,000 | $2.50 | 13-Jul-12 | |||
| 3,390,000 | $3.21 | 15-Jun-14 | 200,000 | $2.50 | 31-Aug-12 | |||
| 1,250,000 | $1.86 | 15-Dec-12 | ||||||
| 600,000 | $1.25 | 10-May-13 |
(g) Statements of changes in equity
The Company
2009
| Share Capital $ At 1 July 2008 49,101,913 Total comprehensive income for the 2009 year Loss — Total comprehensive income for the year — Transactions with owners, recorded directly in equity Share issue costs recognised directly in equity (4,196,027) Share issue proceeds 81,949,205 Share-based payment transactions 316,003 Total contributions by and distributions to owners 78,069,181 Balance at 30 June 2009 127,171,094 |
accumulated losses equity Compensation Reserve $ $ (15,441,642) 1,540,988 (13,319,985) — (13,319,985) — — — — — — 793,094 — 793,094 (28,761,627) 2,334,082 |
Total $ 35,201,259 |
|---|---|---|
| (13,319,985) | ||
| (13,319,985) | ||
| (4,196,027) 81,949,205 1,109,097 |
||
| 78,862,275 | ||
| 100,743,549 |
— II-26 —
appenDIX II FInanCIal InFORmaTIOn OF THe BRm GROup
(g) Statements of changes in equity (continued)
The Company
2010
| Share Capital $ Total comprehensive income for the 2010 year Loss — Total comprehensive income for the year — Transactions with owners, recorded directly in equity Share issue costs recognised directly in equity (26,152) Share issue proceeds 1,495,500 Share-based payment transactions — Total contributions by and distributions to owners 1,469,348 Balance at 30 June 2010 128,640,442 2011 Total comprehensive income for the 2011 year Loss — Total comprehensive income for the year — Transactions with owners, recorded directly in equity Share issue costs recognised directly in equity (15,368) Share issue proceeds 4,679,334 Share-based payment transactions — Total contributions by and distributions to owners 4,663,966 Balance at 30 June 2011 133,304,408 |
accumulated losses equity Compensation Reserve $ $ (23,887,345) — (23,887,345) — — — — — — 5,477,921 — 5,477,921 (52,648,972) 7,812,003 (41,776,977) — (41,776,977) — — — — — — 5,792,433 — 5,792,433 (94,425,949) 13,604,436 |
Total $ (23,887,345) |
|---|---|---|
| (23,887,345) | ||
| (26,152) 1,495,500 5,477,921 |
||
| 6,947,269 | ||
| 83,803,473 | ||
| (41,776,977) | ||
| (41,776,977) | ||
| (15,368) 4,679,334 5,792,433 |
||
| 10,456,399 | ||
| 52,482,895 |
(h) Loss attributable to equity shareholders of the Company
The consolidated loss attributable to equity holders of the company includes losses of $41,776,977, $23,887,345, and $13,319,985 for the year ended 30 June 2011, 2010 and 2009, respectively, which have been dealt with in the financial statements of the Company.
— II-27 —
appenDIX II FInanCIal InFORmaTIOn OF THe BRm GROup
13. Basic and diluted earnings per share
| Loss attributable for the year Weighted average number of ordinary shares for basis and diluted Weighted average number of ordinary shares at 30 June |
Years ended 30 June 2011 2010 2009 $ $ $ (40,806,562) (24,238,517) (14,751,521) 135,591,869 134,951,526 133,052,591 |
|---|---|
The Company’s potential ordinary shares, being its 4,900,000 options, 6,315,000 options and 6,050,000 options as at 30 June 2011, 2010 and 2009 respectively and 5,166,112 loan shares, 5,260,000 loan shares and 850,000 loan shares as at 30 June 2011, 2010 and 2009 respectively, are not considered dilutive as the conversion of these securities would result in a decrease in the net loss per share.
14. Share based payments
The Company has an employee share option plan which was adopted by the Board of Directors on 26 August 2008, whereby the directors of the Company are authorised, at their discretion, to issue options to employees at nil consideration for the option to subscribe for shares in the Company. Options issued to directors require the approval of shareholders. The options vest between 0 and 3 years from their grant date, and are exercisable immediately upon vesting. Each option gives the holder the right to subscribe for one ordinary share in the Company. Under the employee share option plan the Company will provide a non-recourse loan to its employees to exercise their share option entitlement. This represents a modification of the original share option. The shares that are subject to the plan are treated as treasury shares on the basis that the loan is non-recourse. Upon repayment of the loan, the shares are recognised as share capital.
2011
During the year ended 30 June 2011 the Group has the following share-based payment arrangements:
Options granted as part of compensation have been valued using a Binomial Option Pricing Model which takes account of factors including the option exercise price, the current level and volatility of the underlying share price, the risk-free interest rate, expected dividends on the underlying share, current market price of the underlying share and the expected life of the option. Changes in the subjective input assumptions could materially affect the fair value assessment.
— II-28 —
appenDIX II FInanCIal InFORmaTIOn OF THe BRm GROup
The following weighted average assumptions used for the grants made are:
| 1 September | 2010¹ | 15 June 2011 | |||
|---|---|---|---|---|---|
| Date of grant | Tranche 1 | Tranche 2 | Tranche 1 | Tranche 2 | Tranche 3 |
| Fair value at grant date | $1.7939 | $1.8817 | $1.174 | $1.174 | $1.174 |
| Share price | $3.02 | $3.02 | $3.63 | $3.63 | $3.63 |
| Exercise price | $3.00 | $3.00 | $5.85 | $5.85 | $5.85 |
| Expected volatility | 90% | 92% | 67.70% | 67.70% | 67.70% |
| Historical volatility | 90% | 92% | 67.70% | 67.70% | 67.70% |
| Option life (expected) | 3 years | 3.25 years | 2.70 years | 2.70 years | 2.70 years |
| Expected dividends | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
| Risk-free interest rate | |||||
| (based on Australian | |||||
| government bonds) | 4.47% | 4.50% | 4.84% | 4.84% | 4.84% |
¹ Issued to B Cusack – key management personnel
2010
During the year ended 30 June 2010, options were issued to key management personnel. Options granted as compensation have been valued using a Binomial Option Pricing Model which takes account of factors including the option exercise price, the current level and volatility of the underlying share price, the risk-free interest rate, expected dividends on the underlying share, current market price of the underlying share and the expected life of the option. Changes in the subjective input assumptions could materially affect the fair value assessment.
The following weighted average assumptions used for the grants made are:
| 3 august | 12 november | 12 november | 27 and 31 may | |
|---|---|---|---|---|
| Date of grant | 2009¹ | 2009² | 2009³ | 2010 4 |
| Fair value at grant date | $0.73 – $0.81 | $1.40 – $1.42 | $1.12 – $1.30 | $0.34 – $0.95 |
| Share price | $1.24 | $1.98 | $1.98 | $3.15 – $3.17 |
| Exercise price | $1.25 | $1.30 | $1.70 | $3.21 |
| Expected volatility | 94.75 – 99.36% | 96.94 – 97.27% | 97.27 – 97.54% | 65.00 – 100% |
| Historical volatility | 94.75 – 99.36% | 96.94 – 97.27% | 97.27 – 97.54% | 65.00 – 100% |
| Option life (expected) | 2.50 – 4.00 years | 3.00 – 3.25 years | 2.00 – 3.00 years | 0.10 – 1.27 years |
| Expected dividends | Nil | Nil | Nil | Nil |
| Risk-free interest rate (based on | ||||
| Australian government bonds) | 4.85 – 5.30% | 4.96 – 5.04% | 4.96 – 5.26% | 4.06 – 4.32% |
¹ Issued to D Humphry
² Issued to JD Nixon
³ Issue included W Richards, C Paterson, P Bartlett and T Robson 4 Issue included W Richards, C Paterson, P Bartlett, T Robson, D Humphry and J Greive.
— II-29 —
appenDIX II FInanCIal InFORmaTIOn OF THe BRm GROup
2009
During the year ended 30 June 2009, options were issued to key management personnel. Options granted as part of key management personnel compensation have been valued using a Binomial option pricing model which takes account of factors including the option exercise price, the current level and volatility of the underlying share price, the risk-free interest rate, expected dividends on the underlying share, current market price of the underlying share and the expected life of the option. Changes in the subjective input assumptions could materially affect the fair value assessment.
The following weighted average assumptions used for the grants made are:
| Date of grant | 16 December 2008¹ | 14 may 2009² |
|---|---|---|
| Fair value at grant date | $0.19 | $0.66 – $0.72 |
| Share price | $0.53 | $1.14 |
| Exercise price | $1.86 | $1.25 |
| Expected volatility | 97.26% | 94.30 – 103.60% |
| Historical volatility | 97.26% | 94.30 – 103.60% |
| Option life (expected) | 4 years | 4 years |
| Expected dividends | Nil | Nil |
| Risk-free interest rate (based on Australian | ||
| government bonds) | 3.30% | 3.61 – 3.99% |
| ¹ Issued to W Richards and C Paterson |
||
| ² Issued to J Greive |
Disclosure of share option programme and replacement awards
The number and weighted average exercise prices of share options are as follows:
| 2011 $ Outstanding at 1 July 2.194 Granted during the year 3.658 Forfeited during the year (3.210) Exercised during the year (1.769) Outstanding 30 June 3.054 |
2011 2010 Number of shares $ 6,315,000 1.019 1,950,000 2.358 (50,000) — (3,315,000) (1.287) 4,900,000 2.194 |
2010 2009 Number of shares $ 6,050,000 0.508 6,865,000 1.779 — — (6,600,000) (0.361) 6,315,000 1.019 |
2009 Number of shares 6,321,820 2,150,000 — (2,421,820) |
|---|---|---|---|
| 6,050,000 |
The weighted average share price at the date of exercise for share options exercised during the year ended 30 June 2011, 2010 and 2009 was $4.53, $2.42 and $0.91 respectively.
The options outstanding at 30 June 2011 had an exercise price ranging from $1.25 to $5.85, and a weighted average remaining contractual life of 2.95 years.
The options outstanding at 30 June 2010 had an exercise price ranging from $0.50 to $3.21, and a weighted average remaining contractual life of 3.39 years.
The options outstanding at 30 June 2009 had an exercise price ranging from $0.30 to $2.50, and a weighted average remaining contractual life of 3.06 years.
— II-30 —
appenDIX II FInanCIal InFORmaTIOn OF THe BRm GROup
Employee expenses
| Note Share options expense Total expense recognised as employee costs 4(a) |
2011 $ 5,792,434 5,792,434 |
2010 $ 5,477,921 5,477,921 |
2009 $ 1,109,097 |
|---|---|---|---|
| 1,109,097 |
Terms and conditions of share-option programme
The terms and conditions related to the grants of the share option programme during the Relevant Period are as follows; all options are to be settled by physical delivery of shares.
| number of | Contractual | ||
|---|---|---|---|
| Grant date/empolyees entitled | instruments | Vesting conditions | life of options |
| Option grant to key management personnel | 1,000,000 | vest on 2 July 2010 | 5 years |
| (KMP) on 2 July 2007 | |||
| Option grant to KMP on 6 March 2008 | 250,000 | — | 5 years |
| Option grant to KMP on 14 May 2009 | 450,000 | 200,000 on 11 May 2011, and | 4 years |
| 250,000 on 11 May 2012 | |||
| Option grant to KMP on 3 August 2009 | 450,000 | 100,000 on 3 August 2010, | 4 years |
| 150,000 on 3 August 2011, and | |||
| 200,000 on 3 August 2012 | |||
| Option grant to KMP on 12 November 2009 | 700,000 | 500,000 vest on 12 November 2010 | 4 years |
| Option grant to KMP on 12 November 2009 | 600,000 | — | 4 years |
| Option grant to employees and | 75,000 | — | 4 years |
| KMP on 12 November 2009 | |||
| Option grant to employees and | 3,390,000 | 1,695,000 vest on 1 July 2010, | 4 years |
| KMP on 12 November 2009 | balance on 1 September 2011 | ||
| Option grant to KMP on 27 May 2010 | 1,500,000 | 750,000 vest on 1 September 2011 | 4 years |
| Option grant to KMP on 31 May 2011 | 100,000 | 50,000 vest on 1 September 2011 | 4 years |
| Option grant to KMP on 31 May 2010 | 200,000 | 80,000 vest on 1 September 2011 | 4 years |
| Option grant to KMP on 31 May 2010 | 250,000 | — | 4 years |
| Option grant to employee on 31 May 2010 | 50,000 | 25,000 vest on 1 September 2011 | 4 years |
| Option grant to KMP on 1 September 2010 | 1,500,000 | — | 4 years |
| Option grant to employee on 15 June 2011 | 450,000 | 100,000 vest on 17 January 2012, | 4 years |
| 150,000 vest on 17 January 2013 & | |||
| 200,000 vest on 17 January 2014 |
Modification of terms of equity-settled share-based payment transactions
No terms of equity-settled share-based payment transactions (including options and rights granted as compensation to a key management person) have been altered to modified by the issuing entity during the reporting period or the prior period other than where employee options have been exercised utilising the ELS as approved by shareholders at the November 2008 Annual General Meeting. 2,160,000, 5,475,000 and 1,000,000 options were exercised during the years ended 30 June 2011, 2010 and 2009 respectively, utilising the ELS resulting in the issue of 2,160,000, 5,475,000 and 1,000,000 loan shares for the years ended 30 June 2011, 2010 and 2009 respectively. Interest is charged on the loan at statutory rates. Under the terms of the ELS the Company retains security over the Loan shares until the associated loan amount and related interest is repaid. 5,166,112, 5,260,000 and 850,000 loan shares remained under the ELS as at 30 June 2011, 2010 and 2009 respectively. Due to the limited recourse nature of the ELS the Loan, accrued interest and the Loan shares contribution to equity are not recorded.
— II-31 —
appenDIX II FInanCIal InFORmaTIOn OF THe BRm GROup
For the purposes of IAS 2 Share Based Payments, the ELS are considered, in substance, to provide a modification to the underlying option. As a result IAS 2 requires a valuation of the ELS option compared to the valuation of the underlying share option at the time the ELS was utilised. Any additional fair value associated with the modification is then expensed in the period incurred. During the year ended 30 June 2011, twenty four instances of ELS modifications were identified which provided additional fair value and accordingly an additional expense of $377,865 was recognised. Of this amount $144,260 related to Mr Paterson, $25,235 related to Mr Humphry, $86,375 related to Mr Bartlett and $39,500 related to Mr Greive. During the year 30 June 2010, four instances of ELS modifications were identified which provided additional fair value and accordingly an additional expense of $345,000 was recognised. Of this amount $261,000 related to Mr Richards and $73,000 related to Mr Paterson. During the year ended 30 June 2009 there were no modifications.
15. provisions
| Current Employee benefits non-current Employee benefits |
2011 $ 318,365 70,141 388,506 |
The Group as at 30 June 2010 $ 198,980 99,546 298,526 |
2009 $ 114,959 50,575 165,534 |
2011 $ 310,879 70,141 381,020 |
The Company as at 30 June 2010 2009 $ $ 198,980 114,959 99,546 50,575 298,526 165,534 |
The Company as at 30 June 2010 2009 $ $ 198,980 114,959 99,546 50,575 298,526 165,534 |
|---|---|---|---|---|---|---|
| 165,534 |
16. Other payables
| Other payables Accrued expenses Payables to wholly owned entities — unsecured 1 |
2011 $ 3,654,077 112,226 — 3,766,303 |
The Group as at 30 June 2010 $ 2,312,428 1,492,653 — 3,805,081 |
2009 $ 3,448,915 177,955 — 3,626,870 |
2011 $ 307,486 150,974 767,634 1,226,094 |
The Company as at 30 June 2010 2009 $ $ 52,958 294,262 148,704 28,500 713,857 728,394 915,519 1,051,156 |
The Company as at 30 June 2010 2009 $ $ 52,958 294,262 148,704 28,500 713,857 728,394 915,519 1,051,156 |
|---|---|---|---|---|---|---|
| 1,051,156 |
1 The loan is unsecured, non-interest bearing and payable on demand.
— II-32 —
appenDIX II FInanCIal InFORmaTIOn OF THe BRm GROup
17. expenditure commitments
(a) Leases as lessee
Non-cancellable operating lease rentals are payable as follows:
| Less than one year Between one and five years |
The Group and the Company as at 30 June 2011 2010 2009 $ $ $ 411,856 412,778 387,211 522,955 1,028,914 1,418,894 934,811 1,441,692 1,806,105 |
The Group and the Company as at 30 June 2011 2010 2009 $ $ $ 411,856 412,778 387,211 522,955 1,028,914 1,418,894 934,811 1,441,692 1,806,105 |
|---|---|---|
| 1,806,105 |
The Group and Company have obligations under the terms of the lease of its office premises for a term expiring October 2013 and for office equipment for a term expiring in October 2012.
(b) Exploration expenditure commitments
In order to maintain current rights of tenure to exploration, the Group is required to perform minimum exploration work to meet the minimum expenditure of $1,411,764, $1,269,760 and $675,500 over the next financial year for 2011, 2010 and 2009 respectively.
Exploration expenditure commitments for subsequent years are contingent upon future exploration results. Obligations are subject to change upon expiry of the exploration leases or when application for a mining licence is made and have not been provided for in the Financial Information.
The Company has no exploration commitment.
(c) Joint venture commitments
The Company is involved in a number of Joint Venture arrangements. The Company’s share of commitments made by these entities amounts to $820,143, $37,664 and $16,064 as at 30 June 2011, 2010 and 2009 respectively.
18. Related parties
(a) Key management personnel compensation
| Short-term employee benefits Post-employment benefits Share-based payments |
Years ended 30 June 2011 2010 2009 $ $ $ 2,149,526 1,741,618 1,177,066 158,095 147,672 96,067 4,804,561 5,034,279 1,003,396 7,112,182 6,923,569 2,276,529 |
Years ended 30 June 2011 2010 2009 $ $ $ 2,149,526 1,741,618 1,177,066 158,095 147,672 96,067 4,804,561 5,034,279 1,003,396 7,112,182 6,923,569 2,276,529 |
|---|---|---|
| 2,276,529 |
— II-33 —
appenDIX II FInanCIal InFORmaTIOn OF THe BRm GROup
(b) Key management personnel and director transactions
A number of key management persons, or their related parties hold positions in other entities that result in them having control or significant influence over the financial or operating policies of those entities. A number of these entities transacted with the Group in the reporting period. The terms and conditions of the transactions with key management personnel and their related parties were no favourable than those available, or which might reasonably be expected to be available, on similar transactions to non-key management personnel related entities on an arm’s length basis.
The Group used the services of Ammtec Limited for the provision of metallurgical testwork. Amounts billed were $23,375, $1,156,560 and $800,890 for the years ended 30 June 2011, 2010 and 2009 respectively and were based on normal market rates for such services and were due and payable under normal payment terms. Mr Ross Norgard was a director of Ammtec Limited, until resignation on 5 November 2010.
Brockman Iron used the services of MacMahon Holdings Limited totalling $150,000 during the 2011 financial year for the provision of early contract involvement. As at 30 June 2011, $100,000 was outstanding. For the year ended 30 June 2010, there were no related party transactions with MacMahon Holdings Limited. For the year ended 30 June 2009, MacMahon Holdings Limited was not a related party. Brockman Iron used the services of Toll Holdings Limited totalling $11,535 during the 2011 financial year for the provision of freight services and both were based on normal market rates for such services. For the year ended 30 June 2010, there were no related party transactions with Toll Holdings Limited. For the year ended 30 June 2009, Toll Holdings Limited were not a related party. Mr Barry Cusack is a director of McMahon Holdings Limited and Toll Holdings Limited and was appointed a director of the Company on the 10 June 2010.
(c) Employee Loan Scheme
2,160,000 options, 5,475,000 options and 1,000,000 options were exercised during the years ended 30 June 2011, 2010 and 2009 respectively utilising the ELS resulting in the issue of 2,160,000 loan shares, 5,475,000 loan shares and 1,000,000 loan shares for the years ended 30 June 2011, 2010 and 2009 respectively. Interest was charged on the loan at statutory rates. Under the terms of the ELS the Company retains control of the Loan shares until the associated loan amount and related interest is repaid. There were 5,166,112 loan shares, 5,260,000 loan shares and 850,000 loan shares as at 30 June 2011, 2010 and 2009 respectively. Due to the non-recourse nature of the ELS the loan, accrued interest and the loan shares contribution to equity are not recorded.
(d) Directors’ and executive officers’ remuneration
Details of the nature and amount of each major element of each director and other key management personnel of the Group are:
— II-34 —
appenDIX II FInanCIal InFORmaTIOn OF THe BRm GROup
| Non-executive directors B Cusack 7 2011 2010 2009 R Norgard 2011 2010 2009 R Ashton 2011 2010 2009 JD Nixon 5 2011 2010 2009 Executive directors W Richards 2011 2010 2009 C Paterson 2011 2010 2009 Executives D Humphry 6 2011 2010 2009 T Robson 2011 2010 2009 P Bartlett 2011 2010 2009 J Greive¹ 2011 2010 2009 TOTal RemuneRaTIOn 2011 2010 2009 |
Sho | rt-term | Total 128,440 7,410 — 85,000 60,000 60,000 70,000 40,000 40,000 70,000 40,000 11,061 525,000 461,501 400,000 255,963 236,697 200,000 286,250 229,167 — 137,084 100,851 109,648 373,853 334,862 321,101 208,333 250,000 35,256 2,139,923 1,760,488 1,177,066 |
post- employment Superannuation benefits 11,560 667 — 7,650 5,400 5,400 6,300 3,600 3,600 6,300 3,600 995 24,988 20,999 36,000 23,037 21,303 18,000 24,999 20,625 — — — — 33,647 30,138 28,899 19,614 22,500 3,173 158,095 128,832 96,067 |
Termination benefits — — — — — — — — — — — — — — — — — — — — — — — — — — 9,603 — — 9,603 — — |
Share- based payments Options and rights³ 2,756,700 — — — — — — — — 269,233 1,146,221 — 660,065 2,007,613 451,252 176,017 553,643 47,147 315,684 229,610 — 43,454 132,496 — 324,209 696,153 475,289 259,199 257,043 29,708 4,804,561 5,022,779 1,003,396 |
Total 2,896,700 8,077 — 92,650 65,400 65,400 76,300 43,600 43,600 345,533 1,189,821 12,056 1,210,053 2,490,113 887,252 455,017 811,643 265,147 626,933 479,402 — 180,538 233,347 109,648 731,709 1,061,153 825,289 496,749 529,543 68,137 7,112,182 6,912,099 2,276,529 |
Value of options as proportion of remuneration 95% — — — — — — — — 78% 96% 55% 81% 51% 39% 68% 18% 50% 48% — 24% 57% — 44% 66% 58% 52% 49% 44% 68% 73% 44% |
proportion of remuneration performance related — — — — — — — — — — — — — — — — — — — — — — — — — — — |
|
|---|---|---|---|---|---|---|---|---|---|---|
| Salary & fees 128,440 7,410 — 85,000 60,000 60,000 70,000 40,000 40,000 70,000 40,000 11,061 525,000 461,501 400,000 255,963 236,697 200,000 286,250 229,167 — 137,084 100,851 109,648 373,853 334,862 321,101 208,333 250,000 35,256 2,139,923 1,760,488 1,177,066 |
STI cash bonus — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — |
non-monetary benefits — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — |
||||||||
| — — |
No director received any emoluments from the Group as an inducement to join or upon joining the Group or as compensation for loss of office during the Relevant Period. No director waived or agreed to waive any emoluments during the Relevant Period.
— II-35 —
appenDIX II FInanCIal InFORmaTIOn OF THe BRm GROup
Notes in relation to the table of directors’ and executive officers’ remuneration
-
¹ J Greive was appointed on 11 May 2009 and resigned on 29 April 2011;
-
² Messrs Beckwith and Tee were appointed on 17 June 2011 and will be remunerated at levels commensurate with other non executive directors subject to shareholder approval;
-
³ The fair value of the options is calculated at the date of grant using a Binomial pricing model, and allocated to each reporting period evenly over the period from grant date to vesting date. The value disclosed is the portion of the fair value of the options recognised in this reporting period. Market conditions have been taken into account within the valuation model;
-
4 The Wah Nam International Holdings Limited takeover offer during the year ended 30 June 2011 resulted in acceleration of vesting;
-
5 Mr Nixon was appointed on 23 March 2009;
-
6 Mr Humphry was appointed on 3 August 2009;
-
7 Mr Cusack was appointed on 10 June 2010.
(e) Individuals with the highest emoluments
For the years ended 30 June 2011 and 2010, the five individuals with the highest emoluments are disclosed in note 18(d). For the year ended 30 June 2009 of the five individuals with the highest emoluments four are disclosed in note 18(d). The emolument in respect of the other individual is as follows:
| Salary and fees Superannuation benefits Share-based payment Total |
2009 $ 144,999 13,050 61,900 |
|---|---|
| 219,949 |
No emoluments have been paid to those individuals as inducement to join or upon joining the Group or as compensation for loss of office during the Relevant Period.
19. Investments in subsidiaries
| Investment in subsidiaries at cost _Less:_Provision for diminution in value of investment Carrying amount |
The Company as at 30 June 2011 2010 $ $ 981,097 981,097 (981,097) (981,097) — — |
2009 $ 981,097 (981,097) |
|---|---|---|
| — |
— II-36 —
appenDIX II FInanCIal InFORmaTIOn OF THe BRm GROup
The Company has direct interests in the following subsidiaries during the relevant periods, all of which are proprietary companies. The particulars of the subsidiaries are set out below:
| % of attributable | % of attributable | % of attributable | ||||
|---|---|---|---|---|---|---|
| place and date | Registered | equity interest | principal | |||
| name of Company | incorporation and operation | capital/issued | 30 June | activities | ||
| 2011 | 2010 | 2009 | ||||
| Yilgarn Mining (WA) | Australia 5 Mar 2002 | $1.00 | 100% | 100% | 100% | Exploration |
| Pty Ltd | ||||||
| Brockman East Pty Ltd | Australia 5 Sept 2002 | $1.00 | 100% | 100% | 100% | Exploration |
| Brockman Infrastructure Pty Ltd | Australia 4 Oct 2010 | $1.00 | 100% | — | — | Infrastructure |
| Brockman Exploration Pty Ltd | Australia 19 Jan 2005 | $1.00 | 100% | 100% | 100% | Exploration |
| Brockman Iron Pty Ltd | Australia 14 Nov 2006 | $2.00 | 100% | 100% | 100% | Evaluation |
As at 30 June 2011, the Group’s parent entity is Brockman Resources Limited and the Group’s ultimate parent entity is Wah Nam International Holdings Limited.
20. Financial instruments — Group
Credit risk
Exposure to credit risk
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was:
| Cash and cash equivalents Other receivables Financial assets |
2011 $ 53,506,681 1,352,478 — 54,859,159 |
as at 30 June 2010 $ 84,233,523 732,439 110,000 85,075,962 |
2009 $ 100,868,784 1,013,947 — |
|---|---|---|---|
| 101,882,731 |
Impairment losses
An impairment loss of $110,000 in respect of held-to-maturity investments was recognised during 30 June 2011 and 30 June 2010 an increase in value of the held-to-maturity investment of $5,000 was recorded in the comprehensive income statement. For 30 June 2009 Nil.
Liquidity risk
The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements:
— II-37 —
appenDIX II FInanCIal InFORmaTIOn OF THe BRm GROup
as at 30 June 2011
| non-derivative financial liabilities Trade and other payables as at 30 June 2010 non-derivative financial liabilities Trade and other payables as at 30 June 2009 non-derivative financial liabilities Trade and other payables Interest rate risk |
Carrying Contractual amount cash flows $ $ 3,766,303 3,766,303 3,766,303 3,766,303 Carrying Contractual amount cash flows $ $ 3,805,081 3,805,081 3,805,081 3,805,081 Carrying Contractual amount cash flows $ $ 3,626,870 3,626,870 3,626,870 3,626,870 |
6 months or less $ 3,766,303 |
|---|---|---|
| 3,766,303 | ||
| 6 months or less $ 3,805,081 |
||
| 3,805,081 | ||
| 6 months or less $ 3,626,870 |
||
| 3,626,870 | ||
| At the reporting date the interest rate profile of the Group’s interest-bearing financial instrument | At the reporting date the interest rate profile of the Group’s interest-bearing financial instrument | At the reporting date the interest rate profile of the Group’s interest-bearing financial instrument | At the reporting date the interest rate profile of the Group’s interest-bearing financial instrument |
|---|---|---|---|
| was: | |||
| as at 30 June | |||
| 2011 | 2010 | 2009 | |
| $ | $ | $ | |
| Fixed rate instruments | |||
| Financial assets | 49,500,000 | 82,060,000 | 99,139,982 |
| Financial liabilities | — | — | — |
| 49,500,000 | 82,060,000 | 99,139,982 | |
| Variable rate instruments | |||
| Financial assets | 4,006,681 | 2,173,523 | 1,728,802 |
| Financial liabilities | — | — | — |
| 4,006,681 | 2,173,523 | 1,728,802 |
— II-38 —
appenDIX II FInanCIal InFORmaTIOn OF THe BRm GROup
Cash flow sensitivity analysis for variable rate instruments
A change if 100 basis points in interest rates would have increased or decreased profit and loss by the amounts shown below. This analysis assumes that all other variables remain constant.
| 30 June 2011 Variable rate instruments Cash flow sensitivity (net) 30 June 2010 Variable rate instruments Cash flow sensitivity (net) 30 June 2009 Variable rate instruments Cash flow sensitivity (net) 21. Financial instruments — Company |
The Group profit or loss 100bp 100bp increase decrease $ $ 40,067 (40,067) 40,067 (40,067) 21,735 (21,735) 21,735 (21,735) 17,288 (17,288) 17,288 (17,288) |
The Group profit or loss 100bp 100bp increase decrease $ $ 40,067 (40,067) 40,067 (40,067) 21,735 (21,735) 21,735 (21,735) 17,288 (17,288) 17,288 (17,288) |
|---|---|---|
| (40,067) | ||
| (21,735) | ||
| (21,735) | ||
| (17,288) | ||
| (17,288) | ||
Credit risk
Exposure to credit risk
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was:
| Cash and cash equivalents Other receivables 1 |
2011 $ 52,999,056 707,820 53,706,876 |
as at 30 June 2010 $ 84,171,813 420,673 84,592,486 |
2009 $ 100,807,326 614,029 |
|---|---|---|---|
| 101,421,355 |
1 Includes prepayments
Liquidity risk
The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements.
— II-39 —
appenDIX II FInanCIal InFORmaTIOn OF THe BRm GROup
| as at 30 June 2011 non-derivative financial liabilities Trade and other payables as at 30 June 2010 non-derivative financial liabilities Trade and other payables as at 30 June 2009 non-derivative financial liabilities Trade and other payables Interest rate risk |
Carrying amount $ 1,226,095 1,226,095 Carrying amount $ 915,519 915,519 Carrying amount $ 1,051,151 1,051,151 |
Contractual cash flows $ 1,226,095 1,226,095 Contractual cash flows $ 915,519 915,519 Contractual cash flows $ 1,051,151 1,051,151 |
6 months or less $ 1,226,095 |
|---|---|---|---|
| 1,226,095 | |||
| 6 months or less $ 915,519 |
|||
| 915,519 | |||
| 6 months or less $ 1,051,151 |
|||
| 1,051,151 | |||
At the reporting date the interest rate profile of the Company interest-bearing financial instrument was:
| Fixed rate instruments Financial assets Variable rate instruments Financial assets |
Carrying amount as at 2011 2010 $ $ 49,500,000 82,000,000 49,500,000 82,000,000 3,499,056 2,171,813 3,499,056 2,171,813 |
30 June 2009 $ 99,139,982 |
|---|---|---|
| 99,139,982 | ||
| 1,667,344 | ||
| 1,667,344 |
— II-40 —
appenDIX II FInanCIal InFORmaTIOn OF THe BRm GROup
Cash flow sensitivity analysis for variable rate instruments
A change of 100 basis points in interest rates would have increased or decreased profit and loss by the amounts shown below. This analysis assumes that all other variables remain constants.
| 30 June 2011 Variable rate instruments Cash flow sensitivity (net) 30 June 2010 Variable rate instruments Cash flow sensitivity (net) 30 June 2009 Variable rate instruments Cash flow sensitivity (net) |
profit 100bp increase $ 34,991 34,991 21,718 21,718 16,673 16,673 |
or loss 100bp decrease $ (34,991) |
|---|---|---|
| (34,991) | ||
| (21,718) | ||
| (21,718) | ||
| (16,673) | ||
| (16,673) |
22. Interest in joint ventures
The Group has an interest in the following Joint Ventures:
| name | principal activities | percentage interest | percentage interest | |
|---|---|---|---|---|
| 2011 | 2010 | 2009 | ||
| % | % | % | ||
| Irwin-Coglia JV¹ | Nickel exploration | 40% | 40% | 40% |
| Port and related | ||||
| North West Infrastructure Pty Ltd² | infrastructure | 33.3% | 33.3% | 33.3% |
¹ Irwin-Coglia is an unincorporated joint venture for the purpose of exploration activities and holding of tenement interests. During the years ended 30 June 2011, 2010 and 2009 the Group contributed $36,017, $39,744 and $43,715 respectively cash towards the exploration activities of the Irwin Hills joint venture. All contributions were expensed as incurred in the statement of comprehensive income.
² North West Infrastructure Pty Ltd is a joint venture company which is seeking to develop port and related infrastructure on behalf of the North West Infrastructure Group (“NWI”) members. The joint venture is a jointly controlled operation and the Group’s share of the net assets of the NWI for the year ended 30 June 2011 was $379,767, for the years ended 30 June 2010 and 2009 a different accounting policy was applied. The Group expense their share of Alliance expenditure as incurred as part of exploration expenditure.
23. Immediate and ultimate controlling party
At 30 June 2011, the directors consider the immediate parent and ultimate controlling party of the Group to be Wah Nam International Holdings Limited, which is incorporated in Bermuda.
— II-41 —
appenDIX II FInanCIal InFORmaTIOn OF THe BRm GROup
24. Contingencies
Controlled entities
Native title claims have been made with respect to areas which include tenements in which controlled entities of Brockman Resources haves interests. These controlled entities are unable to determine the prospects for success or otherwise of the claims and, in any event, whether or not and to what extent the claims may significantly affect them or their projects.
25. Segment information
The Company and its controlled entities have a single operating segment, being iron ore exploration and evaluation of its tenement interests in Western Australia. The Managing Director reviews internal monthly management reports on the consolidated results for the Group as a single reportable segment.
26. Subsequent events
On 16 September 2011, directors Barry Cusack, Ross Ashton, David Nixon and Managing Director Wayne Richards resigned from the Company. On the same date, Messers Peter Luk, Richard Wright and Robert Brierley were appointed as directors.
There has not been any other matter or circumstance, other than that referred to the financial statements, or notes thereto, that has arisen since the end of the financial year, that has significantly affected, or may significantly affect, the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years.
C. SuBSeQuenT FInanCIal STaTemenTS
No audited financial statements have been prepared by the Company and its subsidiaries in respect of any period subsequent to 30 June 2011.
Yours faithfully,
KpmG
Perth, Western Australia
— II-42 —
appenDIX II FInanCIal InFORmaTIOn OF THe BRm GROup
2. manaGemenT DISCuSSIOn anD analYSIS OF THe BRm GROup FOR THe YeaR enDeD 30 June 2011
Business review and financial highlights
During the year ended 30 June 2011, the BRM Group continued exploration and evaluation on its mineral tenements within Australia. The main focus of activities was the finalisation of the definitive feasibility study, progress of approvals and front end engineering and design for the Marillana Project.
The BRM Group did not record any revenue for the year ended 30 June 2011 as it has not commenced production and is still in the exploration and evaluation stage. For the year ended 30 June 2011, the BRM Group recorded other income of AUD118,250, representing an increase of 7.5% from AUD110,000 recorded in the year ended 30 June 2010. Other income in the year ended 30 June 2010 related to a revaluation gain of the BRM Group’s investment in the equity of a company listed on ASX, which were revalued to market value as at 30 June 2010. BRM disposed of such investment during the year ended 30 June 2011. Other income for the year ended 30 June 2011 related mainly to gain on disposal of investments and proceeds from a government grant.
During the year ended 30 June 2011, the BRM Group incurred exploration and evaluation expenditure of approximately AUD32.98 million, representing an increase of 65.4% from approximately AUD19.94 million recorded in the year ended 30 June 2010. During the year ended 30 June 2010, the BRM Group focused on completing the pre-feasibility study and undertaking the definitive feasibility study for the Marillana Project. Based on these studies, BRM continued to increase its exploration and evaluation activities in respect of the Marillana Project during the year ended 30 June 2011 to complete the definitive feasibility study and invest in port studies and the mine front end engineering and design process hence resulting in the increase in exploration and evaluation expenditure.
General administration expenses increased from approximately AUD3.35 million in the year ended 30 June 2010 to approximately AUD6.48 million in the year ended 30 June 2011 representing an increase of approximately 93.4%. The increase was mainly due to additional costs incurred by BRM in response to the BRM Offer launched by the Company.
For the year ended 30 June 2011, the BRM Group recorded share-based payments expenditure of approximately AUD5.79 million, representing an increase of approximately 5.7% from AUD5.48 million recorded in the year ended 30 June 2010. The share-based payments represent the value of the options granted to the key management and other staff members of the BRM Group.
— II-43 —
appenDIX II FInanCIal InFORmaTIOn OF THe BRm GROup
The BRM Group recorded interest income from its bank deposits of approximately AUD4.44 million for the year ended 30 June 2011. For the year ended 30 June 2011, the BRM Group recognised impairment loss on financial assets at fair value through profit or loss of AUD110,000 in respect of the abovementioned investment in the ASX-listed company which was disposed by BRM during the year ended 30 June 2011.
Loss attributable to owners of the company increased from approximately AUD24.24 million recorded in the year ended 30 June 2010 to approximately AUD40.81 million for the year ended 30 June 2011.
Capital structure, liquidity and financial resources
During the year ended 30 June 2011, BRM issued 3,315,000 BRM Shares in relation to the exercise of options by employees of the BRM Group, receiving net proceeds of approximately AUD5,862,900.
As at 30 June 2011, the BRM Group’s unrestricted cash balance was approximately AUD53.51 million and the BRM Group did not have any borrowings. The BRM Group generally finances its short term funding requirement with cash raised from issuance of shares.
The current ratio of the BRM Group for the year ended 30 June 2011 measured at 13.43 times compared to 21.26 times reported in the previous year.
During the year ended 30 June 2011, the BRM Group did not engage in the use of any financial instruments for hedging purposes, and there was no outstanding hedging instrument as at 30 June 2011.
Contingent liabilities
As at 30 June 2011, native title claims have been made with respect to areas which include tenements in which the BRM Group have interests. The BRM Group is unable to determine the prospects for success or otherwise of the claims and, in any event, whether or not and to what extent the claims may significantly affect the BRM Group or its projects.
Human resources
As at 30 June 2011, the BRM Group employed 18 full time employees, all of whom are based in Australia. The remuneration of the BRM Group’s employees consists of three components: fixed remuneration, short term cash incentives and long term incentive remuneration by the issuance of options under BRM’s employee share option plan.
— II-44 —
appenDIX II FInanCIal InFORmaTIOn OF THe BRm GROup
Remuneration levels of the employees of the BRM Group are reviewed annually by BRM’s nomination and compensation committee through a process that considers employee performance.
Charge of assets
BRM has entered into arrangements with its banker to provide guarantees to BRM’s lessor and the Department of Mines and Petroleum. The arrangements are supported by term deposits which are considered restricted cash.
material investment, acquisitions and disposals
As at 30 June 2011, the BRM Group did not have any significant investments nor did it make any material acquisitions and disposals of subsidiaries and associated companies during the year ended 30 June 2011.
performance and prospect of significant investments of BRm
As at 30 June 2011, BRM did not hold any significant investments. The core business of the BRM Group is exploration and evaluation of its tenements.
— II-45 —
unauDITeD pRO FORma FInanCIal InFORmaTIOn OF THe enlaRGeD GROup
appenDIX III
InTRODuCTIOn
The following is an illustrative and unaudited pro forma financial information of the Enlarged Group (the “Unaudited Pro Forma Financial Information”), including the unaudited pro forma consolidated balance sheet as of 31 December 2010, the unaudited pro forma consolidated statement of comprehensive income and the unaudited pro forma consolidated statement of cash flows for the year ended 31 December 2010 and the unaudited pro forma adjusted net tangible liabilities as of 31 December 2010, which have been prepared on the basis of the notes set out below for purpose of illustrating the effect of the acquisition of an additional 32.99% equity interest in Brockman Resources Limited (“BRM” or the “Target Company”) and its subsidiaries (collectively referred to as the “Target Group”) (the “Acquisition”), as if it had taken place on 31 December 2010 for the unaudited pro forma consolidated balance sheet and the unaudited pro forma adjusted net liabilities; and on 1 January 2010 for the unaudited pro forma consolidated statement of comprehensive income and the unaudited pro forma consolidated statement of cash flows.
The Unaudited Pro Forma Financial Information has been prepared for illustrative purposes only and because of its hypothetical nature, it may not give a true picture of the financial position, results of operations and cash flows of the Group had the Acquisition been completed as at 31 December 2010 or 1 January 2010, where applicable, or at any future dates.
The Unaudited Pro Forma Financial Information should be read in conjunction with other financial information included elsewhere in this supplemental circular.
— III-1 —
unauDITeD pRO FORma FInanCIal InFORmaTIOn OF THe enlaRGeD GROup
appenDIX III
(a) unaudited pro Forma Consolidated Balance Sheet of the enlarged Group
pro forma adjustments
| pro forma | adjustments | |||||
|---|---|---|---|---|---|---|
| Target | ||||||
| The Group | Group | |||||
| as at | as at | Other | pro forma adjustments | pro Forma | ||
| 31 December | 30 June | enlarged | ||||
| 2010 | 2011 | Group | ||||
| HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | |
| (Note 1) | (Notes 2, 7) | (Notes 3, 4) | (Note 5) | (Note 6) | ||
| non-current assets | ||||||
| Mining right | 850,616 | — | 850,616 | |||
| Property, plant and equipment | 87,668 | 2,332 | 90,000 | |||
| Goodwill | 11,405 | — | 5,660 | 17,065 | ||
| Intangible asset | 11,217 | — | 5,955,062 | 5,966,279 | ||
| Available-for-sale investments | 1,545,224 | — | (1,253,801) | 291,423 | ||
| Investment in subsidiaries | — | — | 2,549,431 | (2,549,431) | — | |
| Other non-current assets | 8,685 | 2,695 | 11,380 | |||
| 2,514,815 | 5,027 | 7,226,763 | ||||
| Current assets | ||||||
| Inventories | 12,164 | — | 12,164 | |||
| Trade receivables | 30,013 | — | 30,013 | |||
| Other receivables, deposits and prepayments | 11,445 | 11,307 | 22,752 | |||
| Amount due from a related party | 1,067 | — | 1,067 | |||
| Financial assets at fair value through profit or | ||||||
| loss | 5,187 | — | 5,187 | |||
| Restricted cash | 5,200 | — | 5,200 | |||
| Cash and cash equivalents | 135,590 | 447,310 | 582,900 | |||
| 200,666 | 458,617 | 659,283 | ||||
| Current liabilities | ||||||
| Trade payables | (12,350) | — | (12,350) | |||
| Other payables and accrued charges | (46,069) | (34,147) | (22,806) | (103,022) | ||
| Amounts due to related parties | (4,368) | — | (4,368) | |||
| Bank borrowings | (41,622) | — | (41,622) | |||
| Obligations under finance leases | (1,951) | — | (1,951) | |||
| (106,360) | (34,147) | (163,313) | ||||
| net current assets | 94,306 | 424,470 | 495,970 | |||
| Total assets less current liabilities | 2,609,121 | 429,497 | 7,722,733 |
— III-2 —
unauDITeD pRO FORma FInanCIal InFORmaTIOn OF THe enlaRGeD GROup
appenDIX III
| pro forma | adjustments | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Target | |||||||||
| The Group | Group | ||||||||
| as at | as at | Other |
pro forma adjustments | pro Forma | |||||
| 31 | December | 30 June | enlarged | ||||||
| 2010 | 2011 | Group | |||||||
| HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | ||||
| (Note 1) | (Notes 2, 7) | (Notes 3, 4) | (Note 5) | (Note 6) | |||||
| equity | |||||||||
| Share capital | (392,244) (1,114,412) (143,298) |
1,114,412 | (535,542) | ||||||
| Reserves | (1,875,371) | 685,501 | (1,366,416) | (685,501) | 22,806 | (3,218,981) | |||
| equity attributable to the equity holders | |||||||||
| of the Company | (2,267,615) | (428,911) | (3,754,523) | ||||||
| non-controlling interest | (82,298) | — | (2,053,683) | (2,135,981) | |||||
| Total equity | (2,349,913) | (428,911) | (5,890,504) | ||||||
| non-current liabilities | |||||||||
| Obligations under finance leases | (2,860) | — | (2,860) | ||||||
| Amount due to a related party | (32,360) | — | (32,360) | ||||||
| Deferred income tax liabilities | (223,499) | — | 214,084 | (1,786,519) | (1,795,934) | ||||
| Provisions | (489) | (586) | (1,075) | ||||||
| (259,208) | (586) | (1,832,229) | |||||||
| (2,609,121) | (429,497) | (7,722,733) | |||||||
| Net assets attributable to equity holders | |||||||||
| of the Company | 2,267,615 | 428,911 | 1,509,714 | (428,911) | (22,806) | 3,754,523 | |||
| Net assets per share attributable to equity | |||||||||
| holders of the Company_(HK cents)_ | |||||||||
| (Note 10) | 57.81 | 70.11 | |||||||
| Net tangible assets/(liabilities) attributable to | |||||||||
| equity holders of the Company_(Note 11)_ | 1,479,439 | 428,911 | 1,509,714 | (3,729,507) | (22,806) | (334,249) | |||
| Net tangible assets/(liabilities) per share | |||||||||
| attributable to equity holders of the | |||||||||
| Company_(HK cents) (Note 10)_ | 37.72 | (6.24) |
— III-3 —
unauDITeD pRO FORma FInanCIal InFORmaTIOn OF THe enlaRGeD GROup
appenDIX III
- (b) unaudited pro Forma Consolidated Statement of Comprehensive Income of the enlarged Group
pro forma adjustments
| The Group | The Group | Target Group |
Target Group |
Target Group |
||||
|---|---|---|---|---|---|---|---|---|
| for the | for the | |||||||
| year ended | year ended | pro Forma | ||||||
| 31 | December | 30 June | Other pro forma adjustments |
enlarged | ||||
| 2010 | 2011 | Group | ||||||
| HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | |||
| (Note 1) (Notes 2, 8) (Note 4) |
(Note 6) | (Note 9) | ||||||
| Revenue | 131,996 | — | 131,996 | |||||
| Direct costs | (106,792) | — | (106,792) | |||||
| Gross profit | 25,204 | — | 25,204 | |||||
| Selling and administrative expenses | (95,485) | (95,411) | (22,806) | (213,702) | ||||
| Exploration and evaluation expenses | (1,070) | (256,366) | (257,436) | |||||
| Other income | 168 | 35,430 | 35,598 | |||||
| Other gains, net | 1,790 | — | 513,243 | 515,033 | ||||
| Impairment losses | (153,000) | — | (153,000) | |||||
| Finance costs | (4,001) | (855) | (4,856) | |||||
| Loss before income tax | (226,394) | (317,202) | (53,159) | |||||
| Income tax expense | (338) | — | (338) | |||||
| Loss for the year | (226,732) | (317,202) | (53,497) | |||||
| Other comprehensive income: | ||||||||
| Exchange differences arising on translation | ||||||||
| of foreign operation | 32,405 | — | — | 32,405 | ||||
| Change in fair value on available-for-sale | ||||||||
| investments, net of tax | 491,187 | — | (192,124) | 299,063 | ||||
| Release of deferred tax upon step acquisition | — | — | 125,559 | 125,559 | ||||
| Release of available-for-sale investments | ||||||||
| reserve upon step acquisition | — | — | (513,243) | (513,243) | ||||
| Other comprehensive income for the year | 523,592 | — | (56,216) | |||||
| Total comprehensive income/(loss) for the year | 296,860 | (317,202) | (109,713) |
— III-4 —
unauDITeD pRO FORma FInanCIal InFORmaTIOn OF THe enlaRGeD GROup
appenDIX III
| pro forma adjustments | pro forma adjustments | |||||||
|---|---|---|---|---|---|---|---|---|
| The Group | Target Group |
|||||||
| for the | for the |
|||||||
| year ended | year ended | pro Forma | ||||||
| 31 | December | 30 June |
Other pro forma adjustments | enlarged | ||||
| 2010 | 2011 | Group | ||||||
| HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | |||
| (Note 1) (Notes 2, 8) |
(Note 4) | (Note 6) | (Note 9) | |||||
| loss for the year attributed to: | ||||||||
| Equity holders of the Company | (210,644) (317,202) |
(179,103) | ||||||
| Non-controlling interest | (16,088) — |
141,694 | 125,606 | |||||
| (226,732) (317,202) |
(53,497) | |||||||
| Total comprehensive income/(loss) | ||||||||
| attributable to: | ||||||||
| Equity holders of the Company | 309,987 | (317,202) | (96,586) | |||||
| Non-controlling interest | (13,127) — |
(13,127) | ||||||
| 296,860 | (317,202) | (109,713) |
— III-5 —
unauDITeD pRO FORma FInanCIal InFORmaTIOn OF THe enlaRGeD GROup
appenDIX III
(c) unaudited pro Forma Consolidated Statement of Cash Flows of the enlarged Group
| pro forma adjustments The Group for the year ended 31 December 2010 Target Group for the year ended 30 June 2011 Other pro forma adjustments HK$’000 HK$’000 HK$’000 (Note 1) (Notes 2, 8) (Note 6) Cash flows from operating activities Loss before income tax (226,394) (317,202) (22,806) Adjustments for: Impairment of mining right 153,000 — Impairment of investments — 855 Finance costs 4,001 — Depreciation of property, plant and equipment 15,770 1,570 Amortisation of intangible asset 1,602 — Amortisation of mining right 5,421 — Share based compensation 41,812 45,026 Dividend income from financial assets at fair value through profit or loss (91) — Interest income (115) (33,074) Unrealised gain on financial assets at fair value through profit or loss (1,790) — Gain on disposal of investments — (544) Loss on disposal of property, plant and equipment 556 65 Exchange gain (1,300) — Operating cash flows before movements in working capital (7,528) (303,304) Increase in inventories (4,834) — Increase in trade receivables (8,557) — Increase in other receivables, deposits and prepayments (4,393) (4,532) Increase in trade payables 2,612 — Increase in other payables and accrued charges 2,366 398 22,806 Increase in amounts due from related parties 13,294 — Cash used in opeating activities (7,040) (307,438) Income tax paid (991) — net cash used in operating activities (8,031) (307,438) |
pro Forma enlarged Group HK$’000 (566,402) 153,000 855 4,001 17,340 1,602 5,421 86,838 (91) (33,189) (1,790) (544) 621 (1,300) |
|---|---|
| (333,638) (4,834) (8,557) (8,925) 2,612 25,570 13,294 |
|
| (314,478) (991) |
|
| (315,469) |
— III-6 —
unauDITeD pRO FORma FInanCIal InFORmaTIOn OF THe enlaRGeD GROup
appenDIX III
| pro forma adjustments The Group for the year ended 31 December 2010 Target Group for the year ended 30 June 2011 Other pro forma adjustments HK$’000 HK$’000 HK$’000 (Note 1) (Notes 2, 8) (Note 6) Cash flow from investing activities Purchase of available-for-sale investments (572,989) — Purchase of property, plant and equipment (20,514) (1,284) Proceeds from disposal of property, plant and equipment 644 — Proceeds from disposal of investments — 544 Interest received 115 33,074 Dividends received from financial assets at fair value through profit or loss 91 — net cash (used in)/generated from investing activities (592,653) 32,334 Cash flows from financing activities Proceeds from issuance of ordinary shares 734,350 36,374 Proceeds from borrowings 19,171 — Additional finance lease 4,643 — Expenses on issuance of ordinary shares (18,391) (119) Repayment of borrowings (16,807) — Repayment of obligations under finance leases (2,965) — Interest paid (1,183) — Finance lease charges (236) — net cash generated from financing activities 718,582 36,255 net increase/(decrease) in cash and cash equivalents 117,898 (238,849) Cash and cash equivalents at beginning of year 16,758 654,772 effect of foreign exchange rate changes 934 — Cash and cash equivalents at end of year 135,590 415,923 Represented by: Bank balances and cash 135,590 415,923 |
pro Forma enlarged Group HK$’000 (572,989) (21,798) 644 544 33,189 91 |
|---|---|
| (560,319) | |
| 770,724 19,171 4,643 (18,510) (16,807) (2,965) (1,183) (236) |
|
| 754,837 | |
| (120,951) 671,530 934 |
|
| 551,513 | |
| 551,513 |
— III-7 —
unauDITeD pRO FORma FInanCIal InFORmaTIOn OF THe enlaRGeD GROup
appenDIX III
nOTeS TO THe unauDITeD pRO FORma FInanCIal InFORmaTIOn OF THe enlaRGeD GROup
-
(1) The amounts are extracted from the audited consolidated balance sheet of the Group as at 31 December 2010 and the audited consolidated statement of comprehensive income and the audited consolidated statement of cash flows of the Group for the year ended 31 December 2010, as set out in the annual report of the Company for the year ended 31 December 2010.
-
(2) The amounts are extracted from the financial information of the Target Group, as set out in Appendix II to this Circular.
-
(3) The adjustment represents the fair value of the consideration comprising the issuance of new shares of the Company of HK$1,576,279,000, which is determined by the opening price of the share of the Company, at HK$1.10 per share as at 16 June 2011, for the acquisition of an additional 32.99% effective interest in the Target Group.
-
(4) The adjustment represents the re-measurement of the Group’s previous effective interest of 22.34% (that is, 32,347,405 ordinary shares) in the Target Group based on the opening price of the share of the Target Company, at AUD3.65 per share as at 16 June 2011. The translation of AUD into HK$ was made at the rate of AUD1 to HK$8.2423. The amount of investment in subsidiaries comprises the fair value of the consideration for the acquisition of an additional 32.99% effective interest in the Target Group of HK$1,576,279,000 and the fair value of the Group’s previously held effective interest of 22.34% in the Target Group of HK$973,152,000.
Upon completion of the Acquisition, the cumulative gain recognised in the ‘available-for-sale investments reserve’ and its related deferred tax liability arising from the investments in the Target Group would be released to the profit or loss. The adjustment of deferred tax liability of HK$214,084,000 represents the reversal of deferred tax liability of HK$88,525,000 due to the re-measurement of the Group’s previous effective interest of 22.34% in the Target Group at its fair value as at 16 June 2011; and the release of deferred tax liability of HK$125,559,000 recognised for the accumulated fair value gain on the available-for-sale investment in the Target Group (ie. previous effective interest of 22.34% in the Target Group), at a tax rate of 30%.
— III-8 —
unauDITeD pRO FORma FInanCIal InFORmaTIOn OF THe enlaRGeD GROup
appenDIX III
- (5) The adjustment represents consolidation entries for the elimination of investment costs of the Company, share capital and pre-acquisition reserves of the Target Group and the recognition of intangible assets (including goodwill).
Upon completion of the Acquisition, the identifiable assets and liabilities of the Target Group will be accounted for in the consolidated financial statements of the Group at fair value under the purchase method of accounting in accordance with International Financial Reporting Standard No. 3 (Revised), “Business Combinations” (“IFRS 3 (Revised)”). For the purpose of this Unaudited Pro Forma Financial Information, the Directors have estimated the fair values of the identifiable assets and liabilities of the Target Group as at 31 December 2010, after taking reference of a separate valuation report issued by an independent valuer, Jones Lang LaSalle Sallmanns Limited on the fair value of the mineral assets held by the Target Group as of 16 June 2011 (the “Valuation Report”). No separate valuation reports as at 1 January 2010 or 31 December 2010 were prepared for the purpose of this Unaudited Pro Forma Financial Information. Based on the results of the Valuation Report, it is Jones Lang LaSalle Sallmanns Limited’s opinion that the fair value of the mineral assets held by the Target Group is stated at a range given there are several inherent uncertainties including but not limited to the cost pressure on the mining projects, variable iron ore forward price, port and railway access arrangement, etc. For the purpose of this Unaudited Pro Forma Financial Information, the Directors estimate the fair value of the mineral assets at AUD722,500,000 comprising AUD716,500,000 for the Marillana Project and AUD6,000,000 for other minor exploration projects. The fair value of the Marillana Project was estimated by applying the discounted cash flow approach. Key assumptions adopted are summarised as follows:
Estimated mine life 25 years from 2014 to 2038 Production capacity 17 Million Tonne per year Price forecast 2011: US¢172.00 per dmtu 2012: US¢149.55 per dmtu 2013: US¢133.35 per dmtu 2014: US¢136.50 per dmtu 2015 to 2038: US¢136.50 per dmtu Discount rate 13.7%
— III-9 —
unauDITeD pRO FORma FInanCIal InFORmaTIOn OF THe enlaRGeD GROup
appenDIX III
The Directors believe that the estimated fair value of the intangible assets is reasonably stated. In addition, such estimated fair value of the mining assets has been reflected in the interim financial information of the Group for the six months ended 30 June 2011 which has been reviewed by the auditors of the Company. The translation of AUD into HK$ was made at the rate of AUD1 to HK$8.2423.
The Directors consider that it is reasonable to estimate the allocation of purchase price based on the Valuation Report because no major changes are expected by the Directors with respect to political, legal and economic conditions that would have a significant impact on the valuation.
For the purpose of this Unaudited Pro Forma Financial Information, the Company has ensured the steps taken on the assessment of impairment on property, plant and equipment, intangible assets and goodwill has been properly performed in accordance with International Accounting Standard 36 “Impairment of Assets” which is consistent with the accounting policy of the Company. On that basis, the Directors concluded that no impairment in the value of property, plant & equipment, intangible assets and goodwill is considered necessary.
The fair value adjustment comprises (i) recognition of goodwill of HK$5,660,000; (ii) recognition of intangible assets (including mineral assets and exploration projects in Australia) of HK$5,955,062,000 and (iii) the related tax adjustments of HK$1,786,519,000, arising from the fair value adjustments on the intangible assets based on the applicable tax rate.
The excess amount of the consideration over the Group’s share of the fair value of the net identifiable assets of the Target Group is recognised as goodwill. Had the amounts of net assets of the Target Group as at the completion date of the Acquisition (ie. 16 June 2011) been adopted, the amount of gains on the excess of fair value of net identifiable assets acquired over the cost of the Acquisition or goodwill for the compilation of the Unaudited Pro Forma Financial Information of the Enlarged Group may be different from the amounts presented above.
— III-10 —
unauDITeD pRO FORma FInanCIal InFORmaTIOn OF THe enlaRGeD GROup
appenDIX III
The goodwill arising from the Acquisition of the Target Group is calculated as follows:
| Consideration_(Note 3) Fair value of previously held interests in the Target Group(Note 4) Non-controlling interests(Note b) _Less:_Fair value of identifiable assets acquired and liabilities assumed(Note a) Goodwill _Notes: (a) Identifiable assets acquired and liabilities assumed of the Target Group: Net assets of the Target Group as at 30 June 2011 Fair value adjustments as per Valuation Report — Intangible assets — Effect on deferred tax liabilities estimated at the tax rate of 30% Fair value of identified assets acquired and liabilities assumed |
HK$’000 1,576,279 973,152 2,053,683 4,603,114 (4,597,454) 5,660 HK$’000 428,911 5,955,062 (1,786,519) 4,597,454 |
|---|---|
Since the amount of net assets of the Target Group at the completion date of the Acquisition may substantially different from the amount of net assets used in the preparation of this Unaudited Pro Forma Financial Information of the Enlarged Group, the final amounts of the identified net assets (including intangible assets) and goodwill to be recognised in connection with the Acquisition may be different from the amounts presented here.
-
(b) Non-controlling interests are measured at the non-controlling interests’ proportionate share (44.67%) of the fair value of net identifiable assets of the Target Group.
-
(6) The adjustment represents the recognition of transaction costs related to the Acquisition. The Directors consider that the estimated acquisition-related costs of approximately HK$22,806,000 are non-recurring in nature.
-
(7) For the purpose of preparing the unaudited pro forma consolidated balance sheet of the Enlarged Group, the translation of AUD into HK$ was made at the rate of AUD1 to HK$8.3599 as of 30 June 2011.
— III-11 —
unauDITeD pRO FORma FInanCIal InFORmaTIOn OF THe enlaRGeD GROup
appenDIX III
-
(8) For the purpose of preparing the unaudited pro forma consolidated statement of comprehensive income and the unaudited pro forma consolidated statement of cash flows of the Enlarged Group, the translation of AUD into HK$ was made at the rate of AUD1 to HK$7.7733 for the year ended 30 June 2011.
-
(9) The adjustment represents the recognition of loss for the year attributable to the non-controlling interests (being 44.67% of the loss of the Target Group), as if the acquisition had taken place on 1 January 2010.
-
(10) The number of shares used for the calculation of the unaudited pro forma net assets per share and the unaudited pro forma net tangible liabilities per share of the Enlarged Group attributable to equity holders of the Company as of 31 December 2010 is 5,355,416,000 shares, comprising the number of the Company’s issued shares of 3,922,435,000 as of 31 December 2010 and 1,432,981,000 shares issued pursuant to the Acquisition.
-
(11) The unaudited pro forma net tangible liabilities of the Enlarged Group as at 31 December 2010 is based on the unaudited pro forma consolidated balance sheet of the Enlarged Group set out in section A above, being the amount of the unaudited pro forma net assets attributable to equity holders of the Enlarged Group as at 31 December 2010 of approximately HK$3,754,523,000 less the amount of intangible assets of approximately HK$4,088,772,000 comprising approximately HK$17,065,000 for Goodwill of the Group, approximately HK$765,554,000 for controlling interests’ proportionate share (90%) of mining rights of the Group, approximately HK$3,294,936,000 for controlling interests’ proportionate share (55.33%) of intangible assets arising from fair value adjustments according to note 5 and approximately HK$11,217,000 for intangible assets of the Group.
-
(12) Other than the above adjustments, no adjustments have been made to the unaudited pro forma consolidated balance sheet to reflect any trading results or other transactions of the Group and the Target Group entered into subsequent to 31 December 2010. In addition, other than the above adjustments, no adjustments have been made to the unaudited pro forma consolidated statement of comprehensive income to reflect any trading results or other transactions of the Group and the Target Group entered into subsequent to 31 December 2010.
— III-12 —
unauDITeD pRO FORma FInanCIal InFORmaTIOn OF THe enlaRGeD GROup
appenDIX III
The following is the text of a report received from PricewaterhouseCoopers, Certified Public Accountants, Hong Kong, for the purpose of incorporation in this supplemental circular.
==> picture [66 x 47] intentionally omitted <==
aCCOunTanT’S RepORT On unauDITeD pRO FORma FInanCIal InFORmaTIOn OF THe enlaRGeD GROup
TO THe DIReCTORS OF WaH nam InTeRnaTIOnal HOlDInGS lImITeD
We report on the unaudited pro forma financial information set out on pages III-1 to III-12 under the heading of “Unaudited Pro Forma Financial Information” (the “Unaudited Pro Forma Financial Information”) in Appendix III of the circular dated 17 October 2011 (the “Circular”) of Wah Nam International Holdings Limited (the “Company”), in connection with the acquisition of Brockman Resources Limited and its subsidiaries (the “Transaction”) by the Company. The Unaudited Pro Forma Financial Information has been prepared by the directors of the Company, for illustrative purposes only, to provide information about how the Transaction might have affected the relevant financial information of the Company and its subsidiaries (hereinafter collectively referred to as the “Group”). The basis of preparation of the Unaudited Pro Forma Financial Information is set out on pages III-1 to III-12 of the Circular.
Respective Responsibilities of Directors of the Company and the Reporting accountant
It is the responsibility solely of the directors of the Company to prepare the Unaudited Pro Forma Financial Information in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and Accounting Guideline 7 “Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars” issued by the Hong Kong Institute of Certified Public Accountants (the “HKICPA”).
==> picture [446 x 51] intentionally omitted <==
— III-13 —
unauDITeD pRO FORma FInanCIal InFORmaTIOn OF THe enlaRGeD GROup
appenDIX III
It is our responsibility to form an opinion, as required by paragraph 4.29(7) of the Listing Rules, on the Unaudited Pro Forma Financial Information and to report our opinion to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the Unaudited Pro Forma Financial Information beyond that owed to those to whom those reports were addressed by us at the dates of their issue.
Basis of Opinion
We conducted our engagement in accordance with Hong Kong Standard on Investment Circular Reporting Engagements 300 “Accountants’ Reports on Pro Forma Financial Information in Investment Circulars” issued by the HKICPA. Our work, which involved no independent examination of any of the underlying financial information, consisted primarily of comparing the audited consolidated balance sheet as at 31 December 2010, the audited consolidated statement of comprehensive income and the audited statement of cash flows of the Group for the year ended 31 December 2010 as set out in the “Pro forma Financial Information” section of this supplemental circular with the audited consolidated financial statements of the Company for the year ended 31 December 2010 as set out in the 2010 annual report of the Company, considering the evidence supporting the adjustments and discussing the Unaudited Pro Forma Financial Information with the directors of the Company.
We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the Unaudited Pro Forma Financial Information has been properly compiled by the directors of the Company on the basis stated, that such basis is consistent with the accounting policies of the Group and that the adjustments are appropriate for the purposes of the Unaudited Pro Forma Financial Information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.
— III-14 —
unauDITeD pRO FORma FInanCIal InFORmaTIOn OF THe enlaRGeD GROup
appenDIX III
The Unaudited Pro Forma Financial Information is for illustrative purposes only, based on the judgements and assumptions of the directors of the Company, and, because of its hypothetical nature, does not provide any assurance or indication that any event will take place in the future and may not be indicative of:
-
the financial position of the Group as at 31 December 2010 or any future date, or
-
the results and cash flows of the Group for the year ended 31 December 2010 or any future periods.
Opinion
In our opinion:
-
(a) the Unaudited Pro Forma Financial Information has been properly compiled by the directors of the Company on the basis stated;
-
(b) such basis is consistent with the accounting policies of the Group; and
-
(c) the adjustments are appropriate for the purposes of the Unaudited Pro Forma Financial Information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.
pricewaterhouseCoopers
Certified Public Accountants
Hong Kong, 17 October 2011
— III-15 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
The following is the text of the report from Mr. Malcolm Castle, a competent person, for the purpose of Chapter 18 of the Listing Rules and incorporation in this supplemental circular.
==> picture [120 x 83] intentionally omitted <==
malcolm Castle Consulting Geologist P.O. Box 473, South Perth, WA 6951 Phone: 08 9474 9351 Mobile: 04 1234 7511 Email: [email protected] ABN: 84 274 218 871
31 July 2011
The Directors
Wah Nam International Holdings Limited Room 2805, 28th Floor West Tower Shun Tak Centre 168-200 Connaught Road Central Sheung Wan Hong Kong China
Dear Sirs,
Re: InDepenDenT GeOlOGIST’S RepORT On IROn ORe pROJeCTS HelD BY BROCKman ReSOuRCeS lImITeD In WeSTeRn auSTRalIa
I have been commissioned to provide an independent technical report on the projects of Brockman Resources Limited in Western Australia (“Report”).
The properties
Brockman Resources Limited has been exploring for iron ore in the Hamersley Iron Province of Western Australia since 2006. This work has resulted in the discovery of several iron ore deposits, one of which, the Marillana project, is approaching final mine planning. The other projects are: Duck Creek, West Hamersley, Mt Stuart, Opthalmia, and Mt Florance.
— IV-1 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
DeClaRaTIOnS
Relevant codes and guidelines
This Report has been prepared as a technical assessment in accordance with the “Code for Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports” (the “VALMIN Code”), which is binding upon Members of the Australasian Institute of Mining and Metallurgy (“AusIMM”) and the Australian Institute of Geoscientists (“AIG”), as well as the rules and guidelines issued by the Australian Securities and Investments Commission (“ASIC”) and the ASX Limited (“ASX”) which pertain to Independent Expert Reports (Regulatory Guides RG111 and RG112).
Where and if mineral resources have been referred to in this Report, the classifications are consistent with the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves” (the “JORC Code”), prepared by the Joint Ore Reserves Committee of the AusIMM, the AIG and the Minerals Council of Australia, effective December 2004.
Where assay values for rock chip samples and drill intercepts are quoted they represent the best results from a series of lower grade values. They should not be taken to represent the average grade of the samples unless otherwise stated.
Under the definition provided by the ASX and in the VALMIN Code, the Projects are classified as “exploration projects”, which are inherently speculative in nature. The Projects are considered to be sufficiently prospective, subject to varying degrees of risk, to warrant further exploration and development of their economic potential, consistent with the exploration and development programs proposed by the Company.
Sources of Information
The statements and opinion contained in this Report are given in good faith and this Report is based on information provided by the title holders, along with technical reports prepared by consultants, previous tenements holders and other relevant published and unpublished data for the area. I have endeavoured, by making all reasonable enquiries, to confirm the authenticity, accuracy and completeness of the technical data upon which this Report is based. A final draft of this Report was provided to the Company along with a written request to identify any material errors or omissions prior to lodgement.
— IV-2 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
In compiling this Report, I did not carry out a site visit to any of the Project areas. Based on my professional knowledge and experience and the availability of extensive databases and technical reports made available by various Government Agencies, I considered that sufficient current information was available to allow an informed appraisal to be made without such a visit.
This Report has been compiled based on information available up to and including the date of this Report. Consent has been given for the distribution of this Report in the form and context in which it appears. I have no reason to doubt the authenticity or substance of the information provided.
Qualifications and experience
The person responsible for the preparation of this Report is:
Malcolm Castle, B.Sc. (Hons), GCertAppFin (Sec Inst), MAusIMM.
malcolm Castle has over 40 years’ experience in exploration geology and property evaluation, working for major companies for 20 years as an exploration geologist. He established a consulting company 20 years ago and specializes in exploration management, technical audit, due diligence and property valuation at all stages of development. He has wide experience in a number of commodities including gold, base metals, iron ore and mineral sands. He has been responsible for project discovery through to feasibility study in Australia, Fiji, Southern Africa and Indonesia and technical Audits in many countries.
Mr. Castle completed studies in Applied Geology with the University of New South Wales in 1965 and has been awarded a B.Sc. (Hons) degree. He has completed postgraduate studies with the Securities Institute of Australia in 2001 and has been awarded a Graduate Certificate in Applied Finance and Investment in 2004.
Mr. Castle is a Member of the Australasian Institute of Mining and Metallurgy (“AusIMM”) and has the appropriate relevant qualifications, experience, competence and independence to be considered as an “Expert” and “Competent Person” the Australian Valmin and JORC Codes, respectively.
— IV-3 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
Independence
I am not, nor intend to be a director, officer or other direct employee of the Company and have no material interest in the Projects or the Company. The relationship with the Company is solely one of professional association between client and independent consultant. The review work and this Report are prepared in return for professional fees based upon agreed commercial rates and the payment of these fees is in no way contingent on the results of this Report.
Yours faithfully
==> picture [183 x 50] intentionally omitted <==
malcolm Castle
B.Sc.(Hons), MAusIMM, GCertAppFin (Sec Inst)
— IV-4 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
TaBle OF COnTenTS
| Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | IV-7 |
|---|---|
| The Hamersley iron Province Geology and Iron Ore deposits . . . . . . . . . . . . . . . . . . IV-7 |
|
| Stratigraphic column of the Western Pilbara Area . . . . . . . . . . . . . . . . . . . . . . IV-9 |
|
| IRON ORE DEPOSIT TYPES IN THE WESTERN PILBARA . . . . . . . . . . . . . IV-11 | |
| Brockman Formation Deposits in the West Pilbara . . . . . . . . . . . . . . . . . IV-11 | |
| Marra Mamba Deposits in the West Pilbara . . . . . . . . . . . . . . . . . . . . . . IV-16 | |
| Channel Iron Deposits in the West Pilbara . . . . . . . . . . . . . . . . . . . . . . . IV-19 | |
| SERENITY DEPOSIT (FORTESCUE METALS GROUP) . . . . . . . . . . . IV-22 | |
| Detrital Iron Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-23 | |
| Marillana Project . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-24 | |
| Exploration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-25 | |
| Resource Estimates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-25 | |
| Pre Feasibility Study . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-29 | |
| Mine Design and Pit Optimisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-30 | |
| Mine Planning and Scheduling . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-31 | |
| Metallurgy and Process Development . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-32 | |
| Process Development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-34 | |
| Pre Feasibility Study Outcomes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-35 |
— IV-5 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS Rail and Port Access and Infrastructure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-37 Approvals and Native Title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-38 Exploration Projects . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-40 West Pilbara projects . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-41 Duck Creek . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-42 West Hamersley . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-44 Mt Stuart . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-46 Potential of the West Hamersley Tenements . . . . . . . . . . . . . . . . . . . . . . . . . . IV-46 Other Exploration Projects in the Pilbara . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-46 Ophthalmia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-46 Mt Florance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-47 Other Projects In Western Australia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-47 Irwin-Coglia Ni-Co and Ni-Cu . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-47 REFERENCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-48 GLOSSARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-48
— IV-6 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
InTRODuCTIOn
Brockman Resources Limited has been exploring for iron ore in the Hamersley Iron Province of Western Australia since 2006. This work has resulted in the discovery of several iron ore deposits, one of which, the Marillana project, is approaching final mine planning. The other projects are: Duck Creek, West Hamersley, Mt Stuart, Opthalmia, and Mt Florance.
The location of Brockman Resources projects are shown in Fig 1.
==> picture [426 x 294] intentionally omitted <==
Fig. 1 Location of Brockman Resources projects in Hamersley Iron Province
THe HameRSleY IROn pROVInCe GeOlOGY anD IROn ORe DepOSITS
The main iron ores of the Hamersley province are hosted within the Archaean to PaleoProterozoic volcanic and sedimentary sequence the Mount Bruce Supergroup. It rests unconformably on granitoids and greenstones of the Archaean Pilbara Block in the far north-west of the state of Western Australia, and is overlain by the Wyloo Group sediments which comprise the remainder of the Hamersley province sequence.
— IV-7 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
The Mount Bruce Supergroup is in turn sub-divided into three Groups. The lowermost of these, the Fortescue Group, commences with an early phase of clastic sediments and mafic volcanism in localised grabens (the Bellary Formation), followed by extensive sandstones and conglomerates (the 500 to 2,000m thick Hardy Sandstone) which thicken markedly from north to south, with near 50% of the thickness in the south being mafic sills. These sediments are unconformably overlain by the volcanics and sediments of the Mt Jope Volcanics, with similar thickness and mafic sill percentage increases from north to south. The uppermost unit is the 100 to 150m thick organic and sulphide rich fine clastics of the Jeerinah Formation, with mafic volcanics and sills increasing southwards. The Fortescue Group is conformably overlain by the 2,500m thick Hamersley Group which hosts most of the main iron ore deposits of the Pilbara area of Western Australia. It is characterised by 1,000m of laterally extensive banded iron formation representing three major episodes.
The basal Marra Mamba Formation and the medial Brockman Iron Formations are separated by the carbonate, shale and minor chert of the Wittenoom, Mount Sylvia and Mount McRae Shale Formations. This passive sequence is followed after the Brockman Iron Formation by the third phase of iron formation deposition (the Weeli Wolli Iron Formation) which was accompanied by intense bimodal volcanism and mafic sills (which locally account for up to 80% of the sequence), overlain by the felsic volcanics of the Woongarra Formation. Thickness variations in the Hamersley Group are only minor.
The Turee Creek Group is the youngest unit of the Mt Bruce Supergroup. The uppermost unit of the Hamersley Group, the Boolgeeda Iron Formation passes conformably upwards into the thick basal Kungarra Shale of the 3,000 to 5,000m thick Turee Creek Group which is basically a coarsening upwards clastic sequence in a choked basin — marking a major change from the starved basin of the Hamersley Group. The southern half of the Hamersley Group was deformed by the Ophthalmia orogeny into an east west trending fold belt that decreases in intensity to the north and records north-south compression. The top of the Mount Bruce Supergroup is separated from the overlying Lower Wyloo Group Beasley River Quartzites by a first order unconformity. The basal conglomerate includes clasts of Hamersley Group banded iron formations and very rare hematite. These coarse sediments pass upwards into finer clastics and mafic volcanics to the 2,000m thick Cheela Springs Basalt which are followed by dolomites to the west, but are cut by the major unconformity that separates the Lower and Upper Wyloo Groups which cuts down as far as the Fortescue Group. A generation of NW trending folds developed at the close of the Lower Wyloo Group interacted with the Ophthalmia orogeny structures to form a series of domes and basins.
— IV-8 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
The Upper Wyloo Group was deposited above a major unconformity. It was formed in an extensional basin and comprises up to 12km of sediments which are overlain to the south by the poorly sorted clastics of the Ashburton Formation which includes bimodal volcanics. The Upper Wyloo Group was terminated at the time of the intrusion of the Boolaloo Granite.
Ores mined in the Hamersley province may be divided into enriched, bedded ores and goethitic pisolitic accumulations within extensive palaeo-channels tens of kilometres in length, now largely preserved as mesas. The bedded ores are sub-divided into extensive flat lying martite-goethite ores developed from both Marra Mamba and Brockman Iron Formations by deep supergene enrichment of precursor banded iron formations, and high grade hematite, often with martite and microplaty hematite, but little goethite, and usually developed within the Brockman Iron Formation. The latter commonly occur to much greater depths (to more than 400m) and account for the largest high grade deposits of the province, including Mt Tom Price and Mt Whaleback.
STRaTIGRapHIC COlumn OF THe WeSTeRn pIlBaRa aRea
Southern Hamersley Basin
==> picture [212 x 264] intentionally omitted <==
----- Start of picture text -----
BOOLGEEDA IRON
FORMATION
WOONGARRA
RHYOLITE
WEELI WOLLI
FORMATION
MAJOR
ORE BODIES
Joffre
Member
BROCKMAN IRON
FORMATION Jimblebar
Dales Gorge Mt Whaleback,
Member Tom Price,
etc
Mt McRAE /
Mt SYLVIA
WITTENOOM
IRON FORMATIONMARRA MAMBAFORMATION Mount NewmanNammuldiMember West Angela,Area C,etc
Member
JEERINAH
FORMATION
300 m
vertical scale
Hamersley Group
----- End of picture text -----
— IV-9 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
Top
Tertiary Sediments
-
various alluvial and colluvial deposits
-
CID (channel iron deposits) (Fe mineralisation)
Proterozoic Sediments
Wyloo Group
-
Ashburton Formation
-
Duck Creek Dolomite
-
Mt McGrath Beds
-
Beasley River Quartzite
-
Turee Creek Formation
Hamersley Group
-
Boolgeeda Iron Formation
-
Woongarra Formation
-
Weeli Wolli Iron Formation
-
Brockman Iron Formation
-
Yandicoogina Shale Member
-
○ Joffre Member (Fe mineralisation) ○ Whaleback Member ○ Dales Gorge Member (Fe mineralisation)
-
● Mt McRae Shale ● Mt Sylvia Formation ● Wittenoom Formation ○ Bee George Member ○ Paraburdoo Member ○ West Angeles Member
-
● Marra Mamba Iron Formation ○ Mt Newman Member (Fe mineralisation) ○ MacLeod Member ○ Nammuldi Member (Fe mineralisation)
— IV-10 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
Fortescue Group
-
Jeerinah Formation
-
Mt Jope Volcanics
-
Hardey Sandstone
-
Bellary Formation
Base
IROn ORe DepOSIT TYpeS In THe WeSTeRn pIlBaRa
Where Banded Iron Formation (BIF) has been enriched by natural processes, these zones can become Bedded Iron Deposits. Many of the commercially important iron ore deposits in the Pilbara were formed by natural enrichment of BIF. These enriched deposits include the commercially viable ores in the Brockman and Marra Mamba Iron Formations.
The BIF in the Brockman and Marra Mamba Iron Formations was enriched to a high degree forming ore grade ore with more than 60 per cent iron. The natural processes that accomplished this (hypogene and supergene enrichment) involved circulating ground waters. Non-iron minerals in the BIF were largely replaced by hydrous iron oxides (notably goethite) and partly dissolved out. At the same time, magnetite in the BIF oxidised to hematite. Favourable climate and geological structures (folds and faults) stimulated the process. Sedimentary rocks that were interspersed with the BIF became shales.
In the Pilbara, other types of ore deposit exist, notably channel iron deposits, but these are derived from the original bedded iron formations. Detrital deposits are also formed as scree deposits.
BROCKman FORmaTIOn DepOSITS In THe WeST pIlBaRa
The Brockman Iron Deposits have four parts: the lower most Dales Gorge Member, the Whaleback Shale Member, Joffre Member, and the uppermost Yandicoogina Shale Member. Brockman ore is mostly in the Dales Gorge and Joffre Members within the Brockman Iron Formation.
The Brockman Iron Formation overlies the McRae Shale (also of the Hamersley Group), the uppermost member of which — the Colonial Chert — also contains some ore enrichment. The Brockman commences with the Dales Gorge Member, the main horizon containing extensive high grade hematite ore. It is an alternating assemblage of 17 BIF and
— IV-11 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
16 shale macro-bands. The shale macro-bands are each 0.1 to 2m thick, and the BIF bands 1 to 7m. This member is approximately 65m thick, but is up to 135m thick where not enriched.
The Dales Gorge Member is overlain by the Whaleback Shale Member which forms the hangingwall of the main ore horizon. It is locally split into three zones, namely the 6 to 8m thick basal shale, the 2 to 7.5m central chert and the 12 to 25m thick upper shale. The basal shale contains five alternating shale, cherty BIF macro-bands, the lower of which is commonly enriched and included in the orebody. The central chert is not usually enriched, but is strongly contorted, while the upper shale contains numerous chert bands and has a gradational contact with the overlying Joffre Member.
The Joffre Member is approximately 240m thick and comprises mainly BIF with only minor thin shale interbeds, with regular macro-banding being absent. It is the host for some hematite enrichment, and at depth this ore is indistinguishable from that of the Dales Gorge Member. In general the ores in this member are more goethitic and softer.
Brockman Iron Deposits typically have hematite as the dominant iron mineral. Brockman deposits also have goethite in varying amounts and have varying phosphorus content and physical characteristics.
The variation exhibited by Brockman deposits is a result of different degrees of dehydration of goethite to microplaty haematite which also affects the amount of residual phosphorus content.
Brockman deposits range from blue grey in colour for deposits with the greatest degree of dehydration to grey-yellow-brown for deposit with higher amounts of goethite and less dehydration.
BROCKman DepOSIT (RIO TInTO GROup)
The Brockman operation, which commenced production in 1992 is located 60km north-west of Mt Tom Price and around 250km SSW of its export port of Dampier. The mine is owned and operated by the Rio Tinto Group company Hamersley Iron Pty Ltd.
The operation commenced mining the high grade Brockman detrital iron deposits adjacent to the Brockman No. 2 in 1992 and was completed in 1998. Operations then shifted to the Brockman No. 2 bedded iron deposit which is hosted by the Dales Gorge Member of the
— IV-12 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
Brockman Iron Formation. The reserve in 2001 was stated at 30Mt at a grade of 62.86% Fe, 2.59% SiO2, 1.86% Al2O3, 0.128% P, 0.037% Mn, 5.08% LOI. The adjacent Nammuldi Marra Mamba deposit has developed a resource of 330 Mt @ 62.5% Fe.
mT TOm pRICe DepOSIT (RIO TInTO GROup)
The Mount Tom Price mine, which commenced production in 1965 is located 210km WNW of Newman and 260km SSW of its export port of Dampier. It is owned and operated by the Rio Tinto Group company Hamersley Iron Pty Ltd. The orebody at Mount Tom Price originally contained the second largest known accumulation of high grade hematite in the Hamersley province and occurs near the keel of the large Turner Syncline, close to its eastern extremity. The initial reserve totalled around 900Mt @ 64% Fe with a high lump to fines ratio, and low impurities. The impurity content of the high grade ore reserve in 1990 was 0.053% P, 3.5% SiO2 and 1.9% Al2O3. The deposit is some 7.5km long and up to 1.6km wide, but averages 0.6km, occupying two local synclines and part of the intervening anticline. These early folds have been subjected to later cross folding producing an en echelon pattern, while two south dipping normal faults parallel and in part limit the ore. The base of the northern syncline is higher than that of the southern giving an overall southerly dip and apparent thickness of 150m, extending to a depth of 250m below surface.
The orebody is composed mainly of hematite within the Brockman Iron Formation, with the majority of the ore associated with the Dales Gorge and underlying Colonial Chert Members. The deepest drilling at the mine is generally to the top of the Marra Mamba Iron Formation which is overlain by the 150m thick Paraburdoo Member (the carbonate unit of the Wittenoom Formation), that passes up into the shaly 157m thick Bee Gorge Member, followed by the 30 to 40m thick cherty Mount Sylvia Formation. The overlying 50m thick Mount McRae Shale is composed of black pyritic shale, capped by the uppermost unit of the Wittenoom Formation, a 12m thick chert band, the Colonial Chert Member.
The Colonial Chert is followed by the 150m thick basal Dales Gorge Member of the Brockman Iron Formation, comprising 17 alternations of BIF and shale. These have been grouped into 3 sub-units on the basis of shale content. The lowest, DG1, and uppermost DG3 have 6% and 7% shale respectively, while the intervening DG2 has 31%. The Dales Gorge is overlain by the 50m thick Whaleback Shale Member composed of green to black shale and chert, which is in turn followed by a 360m thick BIF unit with only minor shale, the Joffre Member.
— IV-13 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
90% of the ore at Mount Tom Price is within the Dales Gorge Member, with local enrichment in the Joffre Member where it is in fault contact with mineralised Dales Gorge. The remainder of the ore is in the Colonial Chert and Whaleback Shale Members. Primary Dales Gorge Member BIFs away from any enrichment are dominated by chert and magnetite, accompanied by variable, but lesser hematite, carbonate and Fe-silicates. The high grade mineable reserves at Mount Tom Price are present as hematite ore which preserves the meso- and micro-banding of the original BIF, is characteristically porous (averaging 30% porosity), has a high lump yield and low contaminants. In places the porous ore alternates with dense bright metallic lustre hematite with only around 4% porosity to produce a defined banding. It is essentially composed of randomly oriented fine grained platy hematite and martite with individual plates being 0.001 to 0.25mm across. Fusing of these micro-plates, gives the lump ore its character. Ultra-fine earthy hematite filling the voids is generally less than 5%. Shale macro-bands within the orebody have been partially replaced by iron oxides and at times may exceed 50% Fe.
The orebody was capped by a variable layer of low grade hydrated material, predominantly goethite, averaging 18m in thickness, but down to 50m in synclinal troughs. It has an irregular and patchy distribution controlled by fractures and joints, etc. Minor deposits of “canga” — 1 to 20cm fragments of hematite and/or BIF cemented by goethite — occur as scree deposits and hillside wash in streams.
paRaBuRDOO DepOSIT (RIO TInTO GROup)
The Paraburdoo operation, which commenced production in 1972 is located 65km south of Mt Tom Price and around 320km SSW of its export port of Dampier. The mine is owned and operated by the Rio Tinto Group company Hamersley Iron Pty Ltd.
Enrichment to ore grade is developed in both the Dales Gorge and Joffre Member of the Brockman Iron Formation forming two lenticular hematite masses separated by a thinner low grade zone corresponding to the intervening Whaleback Shale Member. About half of the ore is within the Joffre Member. The orebodies now lie entirely within the Tertiary weathering profile.
The main deposit is divided by a creek valley into two sections, 4 West and 4 East. It lies within a locally flattened near surface part of the steeply south dipping Brockman Iron Formation sequence.
— IV-14 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
Hematite is the dominant iron mineral in the high grade zones with subsidiary goethite and limonite. This ore is very similar to that at Mt Tom Price. The hematite ore is blue-grey, massive to porous and mostly micro-platy. Goethite associated with the hematite is dense, while massive, vitreous and porous cellular types are found closer to the surface. The amount of goethite decreases with depth and the hematite becomes more porous suggesting the goethite is a Tertiary weathering product.
Pre-mining in 1972, the reserve was 300Mt @ 63% Fe, 0.088% P, 3.8% SiO 2, 2.1% Al2O3. In 1975 the total potential was quoted at 700Mt of +60% Fe, composed of 411Mt of proven ore at 63.6% Fe, 0.076% P, 3.1% SiO2, 2.5% Al2O3, 2.8% LOI; 108Mt of drill indicated high grade ore in 3 deposits @ 62.9% Fe, 0.097% P, 3.5% SiO2, 2.7% Al2O3, 3.6% LOI; 181 Mt of indicated high grade ore in 13 deposits with 60 to 62% Fe. The reserve grade in 2001 was 62.42% Fe, 3.77% SiO2, 2.08% Al2O3, 0.113% P, 0.095% Mn, 3.97% LOI. The developed resource in the currently operating Paraburdoo orebodies and Eastern Ranges is 185Mt @ 63% Fe. The Western Range deposits to be developed in coming years have a reported undeveloped resource of 245Mt @ 62.5% Fe.
CHannaR DepOSIT (RIO TInTO GROup)
The Channar operation, which commenced production in 1990, is based on five deposits known collectively as the Channar Mining Area located 20km SE of the Paraburdoo mine and around 320km SSW of its export port of Dampier. Ore is transported to Paraburdoo by conveyor to be loaded for rail transport to the coast. The mine is operated by the Rio Tinto Group company Hamersley Iron Pty Ltd on behalf of the Channar Joint Venture (60% Hamersley Iron and 40% China Iron & Steel Industry & Trade Group).
Enrichment to ore grade is developed in both the Dales Gorge and Joffre Member of the Brockman Iron Formation as well as to a limited extent in the Colonial Chert and Whaleback Shale Members. The Channar Mining Area covers a strike length of approximately 12km, a width of 1 to 2km and maximum depth extent of 150m.
The five deposits comprise Channar, Channar East and 64 East (all of which are Low Phosphorous Brockman microplaty hematite ore with lesser goethite) and 84 East and 94 East (which are High Phosphorous Brockman martite-goethite ores).
Pre-mining in 1990, the measured resource was 290Mt @ 63% Fe, 0.088% P, 3.8% SiO2, 2.1% Al2O3. The reserve grade in 2001 was 62.84% Fe, 4.04% SiO2, 2.18% Al2O3, 0.099% P, 0.098% Mn, 3.39% LOI with a Resource + Reserve of over 200 Mt.
— IV-15 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
maRRa mamBa DepOSITS In THe WeST pIlBaRa
The Marra Mamba Iron Formation, particularly in its upper section, is host to major iron deposits in the Hamersley Province. The Formation consists of three Members:
The upper Mount Newman Member (~65m) consists of more typical BIF with interbedded carbonates and shales. Prior to the discovery of the Chichester Range deposits the Mount Newman Member hosted the majority of mineralisation developed in the Formation throughout the Hamersley Province.
The MacLeod Member (~75m) consists of BIF, chert and carbonate with numerous interbedded shales and several prominent podded BIF horizons which provide marker horizons invaluable in field mapping.
The lowermost Nammuldi Member (~80m thick) consists of cherty BIF interbedded with thin shales. It hosts mineralisation in the Chichester Range but is typically unmineralised elsewhere.
There are numerous high grade Marra Mamba Iron Deposits. Marra Mamba deposits all have goethite hematite mineralogy, with a greater proportion of goethite compared to Brockman ores. There is also a range of physical properties exhibited within Marra Mamba deposits.
The iron content of most high grade Marra Mamba ores is about 62 per cent but can vary significantly. Key characteristics of Marra Mamba ores include a lower phosphorus content compared to most Brockman ores and a higher loss on ignition which reflects the different goethite mineralogy exhibited in Marra Mamba deposits compared to Brockman ores. Phosphorus is usually less than 0.07 per cent. Silica and alumina percentages are moderately low. Marra Mamba ores are typically grey-yellow-brown.
WeST anGeleS DepOSIT (RIO TInTO GROup)
West Angelas is located 110km west of Newman, 110km south-east of Mt Tom Price and 330km from the coast.
It is one of a number of large Marra Mamba Iron Formation deposits and is composed of a number of zones which in March 2000 comprised probable reserves totalling 440Mt @ 62% Fe, with a further 585Mt @ 61.5% Fe in the indicated + inferred category. These are mainly martite — ochreous goethite ores which carry around 0.065% P, 3.5% SiO2, 2.2%
— IV-16 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
Al2O3 and 6.5% LOI. The lump to fines ratio of the reserve is 1:2. A production of 7.9Mt was planned or the first year of operation, increasing to around 20Mtpa in year 8.
The two larger orebodies are found in association with synclinal structures on the flanks of the west plunging Wanna Munna Anticline, although other minor deposits located around the anticline do not appear to be related to synclines. Mineralisation is mainly developed in the Mt Newman Member, the uppermost of the Marra Mamba Iron Formation, with minor occurrences in the West Angelas Member at the base of the overlying Wittenoom Dolomite.
The Marra Mamba Iron Formation in this area has been sub-divided into three units, commencing with the basal 135m thick Nammuldi Member comprising cherty BIF interbedded with thin shales, followed by the medial 35m thick MacLeod Member made up of BIF, chert and carbonate with numerous shale interbeds. The uppermost Mount Newman Member hosts most of the mineralisation and is 60m of interbedded BIF with carbonate and shale.
These are conformably overlain by the West Angelas Member, the basal of three recognised packages that make up the Wittenoom Dolomite. This member is 40m thick, composed of shale (often manganiferous), chert and dolomite with minor BIF near its base. The other succeeding members comprise a 150m thick package of crystalline dolomite with minor chert, capped by an alternating shale, dolomite and minor chert package.
The mine is owned and operated by Robe River Iron Associates, an unincorporated joint venture of Rio Tinto Ltd (53%), Mitsui Iron Ore Development Pty Ltd (33%), Nippon Steel Australia Pty Ltd (10.5%) and Sumitomo Metal Australia Pty Ltd (3.5%).
maRanDOO DepOSIT (RIO TInTO GROup)
The Marandoo deposit is located 35km to the east of Tom Price and is owned and operated by the Rio Tinto Group company and Hamersley Iron Pty Ltd. The mine was opened in 1994 and produces martite-goethite ore ranging to martite-ochreous goethite from a premining measured resource of 360Mt @ 62.6% Fe with 0.053% P, 2.9% SiO2, 1.7% Al2O3, 0.7% Mn and 4.8% LOI. Manganese oxides, mainly pyrolusite and cryptomelane, occur sporadically through the ore and shales.
The mine produces ore that is mostly confined to the upper 25 to 28m of the 50m thick Mt Newman Member of the Marra Mamba Iron Formation, although at surface the entire member is enriched. The Mt Newman Member is usually composed of interbedded BIF
— IV-17 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
with carbonate and shale. The deposit extends over a length of more than 7km along strike, with a width of 1.6km. The ore is composed of an upper hard band and a lower soft material that must be mined in equal quantities and blended. The orebody is found on the drag folded northern limb of the Milli Milli Anticline, associated with early folds modified by later, open north trending cross-folds. It is intensely deformed in outcrop, with folds becoming more open down dip where strata dip at 3 to 5 degrees north, and plunge gently east with no major faults or shears.
CHICHeSTeR RanGe DepOSITS (FORTeSCue meTalS GROup lTD)
The Cloudbreak, Christmas Creek, Mount Nicholas, Mount Lewin and Mindy Mindy iron deposits are located in the ESE elongated Chichester Range in the Pilbara of Western Australia, approximately 250km south to SSE of Port Hedland.
Mineralisation in the Chichester Range is distributed over a strike length of 200km, while the more significant Cloudbreak and Christmas Creek deposits whose centres are approximately 50km apart are in an 80km strike length of the range.
The mineralisation of the Chichester Range is confined to the Nammuldi Member, the lowermost unit of the Marra Mamba Formation, overlying the black shales of the Jeerinah Formation at the top of the Fortescue Group.
The Marra Mamba Formation has been sub-divided into three units, commencing with the basal 135 m thick Nammuldi Member which locally is characterised by extensive, thick and podded iron enriched Banded Iron Formation (BIF) separated by equally extensive units of siliceous and carbonate rich chert and shale. The Nammuldi Member tends to form low, flat topped ridges with relief generally of <30m with a deep weathering profile with no fresh rock evident at surface. The weathering profile comrises Tertiary colluvium containing generally uncemented detrital material derived from BIF, chert and shale with a matrix of fine sediments which has allowed percolation of groundwater and the precipitation of both calcrete and ferricrete which forms local hardcaps.
These basal sediments of the Nammuldi Member are followed by the medial 35m thick MacLeod Member made up of BIF, chert and carbonate with numerous shale interbeds. The uppermost Mount Newman Member comprises 60m of interbedded BIF with carbonate and shale.
— IV-18 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
Within the Chichester Range, the Nammuldi Member has a very gentle south dip, overprinted by open NE-SW folding and associated faulting. Hypogene enriched microplaty hematite mineralisation is structurally controlled, while supergene enriched mineralisation is very extensively developed as a sheet continuing for kilometres under recent cover. The majority of the mineralisation is typically a mixture of goethite, martite and hematite in varying amounts, similar to other Marra Mamba ores of the Hamersley Basin.
At Christmas Creek and Cloudbreak, in contrast to Mt Nicholas and Mt Lewin, the dip of the Namuldi Member is more gentle, typically at 2 to 5°, exposing the ore over a broader width at shallow depths. Much of the ore is covered by shallow, free digging Cenozoic sediments, up to a few tens of metres in thickness, with the Namuldi Member only having limited direct outcrop. The ore zone varies from 3 to 20m in thickness and is at shallow depths over widths of as much as 4km.
The Mindy Mindy deposit is a Channel Iron Deposit, developed within an ancient riverbed which follows, and passes through the Weeli Wolli Formation higher in the Hamersley Group, although the northern section passes through section of the Brockman Formation. Unlike other Channel iron Deposits of the Hamersley Basin, Mindy Mindy is in topographic lows rather than occurring as mesas.
The reserves in the Chichester Range in 2005 totalled more than 2.3 Gt and included Cloudbreak — 730Mt @ 58.5% Fe, including 293Mt @ 60.4% Fe, Christmas Creek — 1,410Mt @ 58.1% Fe, including 465Mt @ 60.3% Fe, Mt Lewin — 198Mt @ 56.5% Fe, including 48Mt @ 60.5% Fe. The higher grade mineralisation may be represented as follows also Indicated — 322Mt @ 60.2% Fe, 3.39% SiO2, 2.01% Al2O3, 0.051% P, 7.40% LOI. Inferred — 48Mt @ 60.4% Fe, 3.16% SiO2, 1.92% Al2O3, 0.056% P, 7.42% LOI.
These deposits are being developed by Fortescue Metals Group Ltd, who have shipped the first ore in May 2008.
CHannel IROn DepOSITS In THe WeST pIlBaRa
The Channel Iron Deposits (CIDs) were formed in ancient meandering river channels. As bedded iron deposits were eroded by weathering, iron particles were concentrated in these river channels. Over time these particles were rimmed with goethite deposited by percolating iron-enriched ground water approximately 15-30 million years ago, which also fused the particles together.
— IV-19 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
Channel Iron Deposits appear as low flat-topped hills called mesas and have also been located concealed under the cover of more recent rocks. These deposits range in thickness between 5m and 40m thick. This type of deposit is believed to be unique to Western Australia.
CIDs are quite different from bedded ores. Their chief characteristic is their pisolitic “texture”: rounded hematitic “pea-stones”, 0.1mm to 5mm in diameter, rimmed and cemented by a goethitic matrix. The ore is brown-yellow in colour. They typically contain minor amounts of clay in discrete lenses.
ROBe RIVeR, meSa “J” DepOSITS (RIO TInTO GROup)
Pisolitic ores have been mined from a number of deposits near Pannawonica by Robe River Associates since 1972. The current long term operation in the district is the Mesa “J” deposit. Pannawonica is 190km NW of Tom Price and 140km SW of its export port at Cape Lambert.
Mineralisation at Robe River consists of a series of mesas, mantled by hard goethitic pisolitic deposits of Tertiary age which occur on either side of the Robe River from Pannawonica Hill in an ESE direction for more than 35km. In general the mesas are from 46 to 62m above the current flood plains of the river and have steep walls from recent erosion. Most of the deposits are unconformably developed above the middle to upper Fortescue Group, particularly the basalts of the Mount Jope Member, although rocks of the Marra Mamba Iron Formation are found in the extreme south-west. The unconformity between the basalts and pisolitic deposits is usually marked by a zone of white to grey kaolinitic clay.
Mesa “J” is the largest of the deposits worked in the district, and is a pisolitic goethitehematite ore with a grade of 57.2% Fe over a thickness of up to 50m. Overburden consists of thin soil horizons, clay and weathered goethite and sometimes calcrete, colluvium and alluvium which are usually thin but may be up to 15m thick. These are underlain by the main ore zone which is generally 5 to 40m thick. Typically the goethite-hematite pisolitic ore yields grades of 55-59% Fe, 0.04% P, 5-6% SiO2 and 2.5-3% Al2O3. Discontinuous horizontal lenses of clay and claystone occur within the main ore horizon, while clay (alumina contaminant) occurs as an alteration product around joints and fracture. Solution cavities up to several metres across are common, particularly below the water table. The ore zone is usually stratified with a porous pisolitic texture and a dark brown metallic lustre. Lower grade material is usually more friable with a high content of orange/yellow ochreous clay.
— IV-20 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
The pisolitic ores have a pisolitic to oolitic character. Generally spherulites of oolitic dimensions (ie. less than 2mm in diameter) tend to be of higher grade and more indurated. Those with pisolitic sized concretions and up to 10 mm in diameter are of lower grade and higher in diluent and porosity.
The iron oxides goethite, limonite, hematite and maghemite are mixed in both the pisolites and ground mass. In general pisolites have a hematitic core surrounded by thin concentric concretionary spheres of goethite, hematite and maghemite. Diluents are usually minute particles of silica, generally more abundant in the outer shells. The groundmass consists of colloform isotropic yellow to brown limonite or brownish-black goethite. Minute cavities in more friable ores are often lined with opaline silica.
The Robe River operation currently produces more than 30Mt of ore per annum for export, with a total cumulative production since 1972 of more than 500Mt of sinter fines and lump ore. The mine is owned and operated by Robe River Iron Associates, an unincorporated joint venture of Rio Tinto Ltd (53%), Mitsui Iron Ore Development Pty Ltd (33%), Nippon Steel Australia Pty Ltd (10.5%) and Sumitomo Metal Australia Pty Ltd (3.5%).
YanDICOOGIna DepOSIT (RIO TInTO GROup anD BHp BIllITOn)
The Yandicoogina deposits of BHP Billiton and Hamersley Iron are located 90km northwest of Newman and 150km east of Marandoo. They are part of a single, continuous, high grade, low phosphorous pisolitic goethite body which is over 80km in length. The deposit averages 500 to 650m in width and is around 70m thick in the channel centre.
Together resources of 4,700Mt have been indicated. In 2000 proven + probable reserves at the BHP Billiton Yandi deposits totalled 817Mt @ 58.4% Fe, while Hamersley Iron had a proven reserve of 310Mt @ 58.5% Fe plus a further 870Mt @ 58% Fe in the indicated and inferred categories. The ores assay approximately 0.05% P, 5% SiO2, 1.4% Al2O3, 10% LOI, with around 65% calcined Fe. BHP Billiton and Hamersley Iron are each mining approximately 15Mtpa from their respective leases to produce low alumina pisolitic goethite-hematite fines ore. 90% of the Hamersley Iron reserves are below the water table and require dewatering before mining.
The deposits infill east-west trending Tertiary palaeo-channels that were incised into shale, dolerite and BIF of the Weeli Wolli Formation in the core of a regional easterly trending syncline which plunges to the east, and exposes broad widths of shallow dipping Brockman Iron Formation on both of its flanks and around the western closure.
— IV-21 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
The main pisolitic zone is up to 80m thick and overlies a basal gravel bed. The basal gravel is irregular and comprises a cemented gravel of 1 to 2cm hematite pebbles rimmed by black goethite and siliceous cement, varying from 1 to 2, up to 12m in thickness. The pisolitic unit is composed in turn of a 0 to 20m thick basal zone around 300m wide with 45-57% Fe, comprising a pisolitic goethite-ochreous goethite claystone in the channel centres averaging 15m thick, and a massive goethitic clay unit on the lateral margins and the overlying main pisolitic zone, or ore zone, which is 40 to 70m thick and from 400 to 1,100m wide with average grades of 56-59% Fe.
The basal and main ore zones are separated by a 1 to 5m thick band that varies from clay to clay matrix conglomerate to a massive banded vitreous goethite. At surface the main ore zone has an up to 12m thick interval of sub-ore grade (<56% Fe) material, underlain from 12 to 20m in depth by 56-58% Fe which is transitional with the underlying high grade (>58% Fe) ore. The deposit is basically composed of masses of cemented concretionary iron oxides occurring as irregular, sub-rounded goethitic clasts (up to 3mm in diameter) separated by either a loose matrix, or a subsequent brown to grey sub-vitreous to vitreous goethite cement, or are just densely packed. The ore is composed of either cemented subrounded to rounded iron oxide pisoliths, with some void space; or more commonly pseudo pisoliths of non-iron oxides coated by goethite from iron charged ground waters.
The pisoliths are composed of concentric shells of limonite and vitreous goethite, generally with a core of goethite. Replacement of angular to sub-angular BIF and shale cores by limonite is discernible in some hand specimens. Hematite is subordinate to goethite in these ores.
SeRenITY DepOSIT (FORTeSCue meTalS GROup)
The Serenity channel iron deposit (CID) is located approximately 60km NNW of Tom Price and 85km due west of Wittenoom in the Pilbara region of Western Australia and is part of the Solomon Project of the Fortescue Metals Group.
The deposit lies within a large palaeo-channel incised into late Neoarchaean to early Paleoproterozoic Hamersley Group sediments and iron formations. The exposed incised sequence includes the Dales Gorge, Whaleback shale and Joffre members of the Brockman Iron Formation which host the large Banded Iron Formation (BIF) hosted iron deposits of the Hamersley Ranges.
— IV-22 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
The channel systems hosting the CIDs are of the order of 1 to 2km in width and several tens of km in length, incised into the bedrock geology. During the period of Tertiary weathering and erosion of the basement BIFs, iron rich sediments were deposited into these channels and were subsequently buried by younger sediments, indurated and preserved.
The CID deposits can be subdivided into an upper Hard Ore CID and a lower Ochreous CID, with intercalated clay lenses are observed as semi-discreet bands often several metres thick and of a poddy nature although often traceable between drill holes.
Some of the younger, late Tertiary cover has also been derived from the same BIFs and constitute Detrital Iron (Canga) Deposits.
Inferred resource estimates at November 2007 (Fortescue Metals Group, 2007) are quoted at:
Upper + Lower CID – 1.014 Gt @ 56% Fe, 7.3% SiO2, 3.8% Al2O3, 0.081% P, 8.06% LOI, including, Upper CID – 337Mt @ 56.7% Fe, 6.3% SiO2, 2.9% Al2O3, 0.079% P, 9.2% LOI.
These estimates are based upon a minimum grade of 52.5% Fe and a minimum thickness of 2m.
DeTRITal IROn DepOSITS
Detrital Iron Deposits (DIDs) are found where weathering has eroded bedded iron deposits and deposited ore fragments in natural traps formed by topography, usually drainage channels or valleys. Some Detrital Iron Deposits are loose gravels while others are naturally cemented (hematite conglomerate). Both types are often found in the same deposit.
The quality of the iron ore in these deposits is dependent on the bedded iron ore deposit which was the source of the ore particles. Typically these deposits are valued for the high proportion of high quality lump contained within them, as lump sized particles have a greater tendency to be captured in the trap site.
— IV-23 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
maRIllana pROJeCT
The 100% owned Marillana Iron Ore Project (“Marillana” or “the Project”) is Brockman Resources’ most advanced project located in the Hamersley Iron Province (see Figure 1) within the Pilbara region of Western Australia approximately 100km north west of the township of Newman. The Project is located within mining lease M47/1414.
==> picture [426 x 302] intentionally omitted <==
Fig. 2 The location of the Marillana Mining Lease M47/1414 and M47/1419
The Project area covers 96km2 of the Fortescue Valley and borders the Hamersley Range, where extensive areas of supergene iron ore mineralisation have developed within the dissected Brockman Iron Formation which caps the range.
Marillana is surrounded by deposits owned by major iron ore players including BHP Billiton (“BHPB”), Rio Tinto (“Rio”) and Fortescue Metals Group (“FMG”). Marillana is in close proximity to existing infrastructure, with BHPB’s railway traversing the lease, Rio’s Yandicoogina mine 40km south and FMG’s Cloud Break mine approximately 35km
— IV-24 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
north east. The Marillana tenement is also bisected by a gazetted road and is in close proximity to working mines and airstrips. Brockman will export its ore through the Port of Port Hedland — the largest bulk commodity (iron ore) facility in Australia.
eXplORaTIOn
Brockman Resources has been exploring its Marillana leases since 2006, initially under its previous name, Yilgarn Mining Limited, which was changed to Brockman Resources Limited in November, 2007.
Since an initial resource estimate was announced in 2007, Brockman Resources has carried out an extensive drilling programme to delineate the resources on the leases. Much of this drill out was achieved using RC rigs, but diamond drilling using PQ triple tube and sonic rigs were also used to provide drill core.
==> picture [350 x 233] intentionally omitted <==
Fig 3 RC drilling at Marillana
ReSOuRCe eSTImaTeS
The drilling programme has enabled Marillana to estimate a significant mineral resource 1.63Bt of hematite (CID and Detrital) mineralisation comprising 173Mt of Measured Mineral Resources, 1,238Mt of Indicated Mineral Resources 219Mt of Inferred Mineral Resources (see Tables 1 to 4).
— IV-25 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
This resource work was carried out by Golder Associates Pty Ltd.and is in accordance with the JORC code.
==> picture [423 x 185] intentionally omitted <==
Table 1 — Beneficiation Feed mineral Resource Summary (Cut-off Grade: 38% Fe)
| mineralisation Type | Resource Classification | Tonnes | Grade |
|---|---|---|---|
| (Mt) | (% Fe) | ||
| Detrital | Measured | 173 | 41.6 |
| Indicated | 1,036 | 42.5 | |
| Inferred | 201 | 40.7 | |
| Pisolite | Indicated | 117 | 47.4 |
| Total | Measured | 173 | 41.6 |
| Indicated | 1,154 | 43.0 | |
| Inferred | 201 | 40.7 | |
| GRanD TOTal | 1,528 | 42.6 |
— IV-26 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
Table 2 — marillana project CID mineral Resource Summary (Cut-off Grade: 52% Fe)
| Resource | Tonnes | Fe | CaFe | aI2O3 | SiO2 | p | lOI |
|---|---|---|---|---|---|---|---|
| Classification | (Mt) | (%) | (%) | (%) | (%) | (%) | (%) |
| Indicated | 84.2 | 55.8 | 61.9 | 3.6 | 5.0 | 0.097 | 9.8 |
| Inferred | 17.7 | 54.4 | 60.0 | 4.3 | 6.6 | 0.080 | 9.3 |
| TOTal | 101.9 | 55.6 | 61.5 | 3.7 | 5.3 | 0.094 | 9.7 |
CaFe represents calcined Fe and is calculated by Brockman using the formula CaFe = Fe%/((100-LOI)/100)
Definitive mining studies by Perth based Golder Associates as part of the Definitive Feasibility Study (“DFS”) have demonstrated that the Marillana Project contains Proved and Probable detrital Ore Reserves within the optimal pit design in excess of one billion tonnes, as indicated in Table 3. Additionally the Marillana CID Ore Reserves within the pit design are estimated to be in excess of 48Mt, as shown in Table 4.
Table 3 — marillana Detrital Ore Reserves *
| Reserve | Classification | mt | Fe |
|---|---|---|---|
| (%) | |||
| Proved | 133 | 41.6 | |
| Probable | 868 | 42.5 | |
| TOTal | 1,001 | 42.4 |
Table 4 — marillana CID Ore Reserves *
| Reserve | Classification | mt | Fe | CaFe* | SiO2 | aI2O3 | p | lOI |
|---|---|---|---|---|---|---|---|---|
| (%) | (%) | (%) | (%) | (%) | (%) | |||
| Probable | 48.5 | 55.5 | 61.5 | 5.3 | 3.7 | 0.09 | 9.7 | |
| TOTal | 48.5 | 55.5 | 61.5 | 5.3 | 3.7 | 0.09 | 9.7 |
- Reserves are included within Resources
— IV-27 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
Based on extensive beneficiation testwork, the detrital Ore is expected to produce 378Mt of final product grading 60.5-61.5% Fe with impurity levels comparable with other West Australian direct shipping hematite ore (“DSO”) iron ore producers. The CID Ore is a DSO product that will be blended with the beneficiated detrital product at a maximum 1 in 6 ratio for export as a single (Fines only) product. The Marillana Project will produce in excess of 426Mt of final DSO equivalent product.
The Marillana Project will support a minimum of 25 years mining operations producing at a forecast production rate of 17-20Mtpa of beneficiated iron ore grading from 60.5-61.5% Iron (“Fe”).
The information in this report that relates to Mineral Resources is based on information compiled by Mr. J Farrell and Mr. A Zhang.
Mr. J Farrell, who is a Member of the Australasian Institute of Mining and Metallurgy and a full-time employee of Golder Associates Pty Ltd, produced the Mineral Resource estimates based on the data and geological interpretations provided by Brockman. Mr. Farrell has sufficient experience that is relevant to the style of mineralisation, type of deposit under consideration and to the activity that he is undertaking to qualify as a Competent Person as defined in the 2004 edition of the “Australasian Code for Reporting of Exploration, Results, Mineral Resource and Ore Reserves”.
Mr. A Zhang, who is a Member of the Australasian Institute of Mining and Metallurgy and a full-time employee of Brockman Resources Limited, provided the geological interpretations and the drill hole data used for the Mineral Resource estimation. Mr. Zhang has sufficient experience that is relevant to the style of mineralisation, type of deposit under consideration and to the activity that he is undertaking to qualify as a Competent Person as defined in the 2004 edition of the “Australasian Code for Reporting of Exploration, Results, Mineral Resource and Ore Reserves”.
— IV-28 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
Statements relating to resources announced by Brockman Resources have been examined by Malcolm Castle and he is satisfied that they reflect the ASX announcements made by those companies and that the ASX announcements contain declarations that they are in accordance with the JORC code and are prepared by competent persons. These resource estimates were not audited by him but are taken directly from the ASX announcements. He has relied in the ASX auditing procedure to verify that the announcements are acceptable for public release.
==> picture [426 x 307] intentionally omitted <==
Fig. 4 Tenure, Location of Drill holes and Mineral Resources Location Map
pRe FeaSIBIlITY STuDY
A Pre-Feasibility Study on the Marillana deposits was commenced in December 2008 by Ausenco, as the principle consultant, in consultation with specialist service groups and sub consultants including:
-
Geology and Resources:
-
Mine Scheduling:
-
Processing Plant:
-
Rail Infrastructure:
-
Metallurgy:
Coffey Mining
Coffey Mining Ausenco
Engenium Ammtec/Nagrom/Coffey
— IV-29 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
-
Capital Cost Estimate: Ausenco
-
● Operating Cost Estimate: Ausenco ● Financial Analysis: CS Consulting ● Environmental: Ecologia ● Hydrology/Hydrogeology: Aquaterra ● Land Access/Native Title/Heritage: ACHM/PNTS
The Study reviewed four principal development options for the Marillana Project with varying rail and port infrastructure logistics and construction programs: 37.5Mtpa plant feed commencing in 2012 and utilising BHP Billiton rail and NWI port infrastructure (base case); 37.5Mtpa plant feed commencing in 2012 and utilising TPI rail and NWI port infrastructure; 37.5Mtpa plant feed commencing in 2012 and utilising TPI rail and TPI port infrastructure; and 18.75Mtpa plant feed commencing in 2012, increasing to 37.5Mtpa feed in 2015, utilising BHP Billiton rail and NWIOA port infrastructure.
Total operating costs for the four scenarios reviewed are forecast to range from AUD31.50 to AUD34.80 a tonne on a Free on Board (“FOB”) basis (excluding state royalties). The capital and operating costs were developed to a plus or minus 25 per cent accuracy and include all direct and indirect costs, EPCM costs and contingency and accuracy provisions.
mIne DeSIGn anD pIT OpTImISaTIOn
The Ore Reserves reported are within pit designs based on open pit optimisations carried out on Measured and Indicated Mineral Resources classifications only. The resource model used for the pit optimisations was prepared by Golder Associates in February 2010 and reported to the Australian Securities Exchange on 9 February 2010. The model was regularised to a parent block size of 20m by 20m by 6m (minimum mining bench height) reflecting the scale of mining to be employed. The pit optimisation took into account dilution and ore loss associated with the 6m minimum mining benches, setbacks along tenement boundaries and overall pit slope angles.
The pit optimisation was based on a detrital ore cut-off grade of 38% Fe and a CID cutoff grade of 52% Fe. An iron ore price of AUD65/tonne free on board was utilised (based on US$0.8117/dmtu and an exchange rate of US$0.75). The pit optimisation took into account dilution and ore loss associated with 6m minimum mining benches, set-backs along tenement boundaries and 34-37 degree overall pit slope angles. The pit optimisation was based on a detrital ore Fe cut-off grade of 38% and an iron ore price of AUD65/tonne FOB, Port Hedland.
— IV-30 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
Sensitivity analysis demonstrated that the pit optimisation was extremely robust, with virtually no change in the optimum pit shell in reaction to 25% adverse movements in iron ore price, mining or processing costs.
The waste-to-ore stripping ratio within this optimum pit shell is 0.8:1, which is almost half of the 1.4:1 stripping ratio used in the PFS. This decrease in waste stripping is reflective of the enhancements within the new resource model, which is based on the results of the definitive metallurgical testwork program. The definitive metallurgical testwork has discounted the need for a number of conservative assumptions made in the resource model during the PFS.
The results have confirmed that the Marillana Project will have a mine life of approximately 25 years at production rates between 17Mtpa and 20Mtpa of final product with a specification that is comparable to DSO being mined from other major Pilbara iron ore operations. The substantial reduction in the stripping ratio has the potential to significantly increase the NPV of the Marillana Project.
mIne plannInG anD SCHeDulInG
The development of the Marillana Project mine schedule has resulted in a requirement for concurrent reclamation and closure strategies as well as the optimal use of water resources while minimising environmental impacts, in particular the total area of disturbance. The completion of the DFS mine schedule has facilitated the final design and layout of the mine site including the locations and designs of ore, top soil and waste rock stockpiles and processing plant reject storage facilities, and has also informed and substantiated the process plant design basis.
In conjunction with the mining equipment selection studies and finalisation of site layout drawings, the completion of the mine schedule has also brought about a convergence in mining strategy and methodology. This will harness a combination of traditional mobile mining fleet, semi mobile in-pit crushing and overland conveying techniques to provide an effective mining solution for the Marillana Project.
— IV-31 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
==> picture [427 x 286] intentionally omitted <==
Fig. 5 Plan showing extent of pit design in relation to Measured and Indicated Resources
meTalluRGY anD pROCeSS DeVelOpmenT
Following successful completion of the PFS in August 2009, Brockman’s metallurgical testwork and process development program moved into a series of definitive phases in preparation for the Marillana Project DFS. The metallurgical testwork program was completed over seven months and was developed to provide explicit information with respect to ore variability and pilot scale flow sheet verification respectively. Each of the test phases utilised an alliance of specialised metallurgical testwork facilities including Ammtec, Nagrom, Downer EDI and AML Laboratories. Subsequent product sinter testing was completed at an independent laboratory.
meTalluRGICal TeSTWORK
The variability testwork program consisted of Heavy Liquid Separation (“HLS”) testing of 57 PQ core composites (nominal 8m intersections, consistent with proposed mining bench heights), of which 51 were detrital mineralisation representative of the spatial, chemical and lithological variations throughout the Marillana deposit. The testwork program was undertaken as a joint arrangement between Ammtec Ltd in Perth, Western Australia and Downer EDI Mineral Technologies in Carrara, Queensland.
— IV-32 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
Of the 51 representative samples tested, the average iron grade and impurity levels of the final product, in accordance with Fe head grade ranges, are shown below:
==> picture [414 x 168] intentionally omitted <==
Results from the variability program were subsequently used to define the geo-metallurgical relationships for the new Marillana Project resource model and process design parameters. As a result of these studies, the Marillana Project resource model and mine plan was developed with beneficiated mass recovery data and product specification data implicit within individual ore block specifications. In addition, the Marillana Project metallurgical testwork program included pilot-scale testwork conducted by Nagrom and Allied Mineral Laboratories in Perth, Western Australia. Pilot tests were conducted on three separate bulk samples which were considered representative of the overall Marillana deposit.
Plant design verification testwork confirmed the ability to upgrade the Marillana Project detrital ore at economic mass recoveries using a conventional Process Flow Sheet and simple, low-Capex beneficiation techniques. Pilot plant tests have verified the optimal and simplistic nature of the Process Flow Sheet for the DFS and allowed determination of scaling factors between the variability tests (“HLS”) and final process plant performance.
Based on the Measured plus Indicated component of the upgraded Marillana Project detrital resource model and applied geo-metallurgical relationships developed from these metallurgical testwork programs, the projected beneficiated product specification range for blended Marillana Project final fines product is shown in below.
==> picture [423 x 111] intentionally omitted <==
— IV-33 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
Sinter Testing
Brockman requested an independent laboratory to evaluate the granulating and sintering characteristics of the beneficiated Marillana detrital iron ore fines product generated from the 2010 pilot plant trials. These characteristics were determined in a simulated Chinese coastal sinter blend consisting of 30% Brazilian ores and 60% Australian ore as well as 10% magnetite concentrate (base blend). Marillana fines were blended at levels of 15% and 30% in substitution for composite Australian fines in the base blend. The Australian composite fines were representative of ore marketed by BHP Billiton Iron Ore Pty Ltd (“BHPB”) and Rio Tinto Iron Ore (“Rio Tinto”). The granulation testwork indicated that, as the blending ratio of Marillana detrital fines increased, the optimum mix moisture content required for efficient granulation decreased slightly and that there were no significant changes in permeability as the proportion of Marillana detrital fines was increased in the blend.
This result confirms the potential for a high value in use outcome, for the furnaces and sintering process. All blends containing Marillana detrital fines produced a sinter of quality well above the minimum sinter quality required for the steel producing mills as measured by the standard sinter test indices TI, RDI and RI. The sinter from the blends containing Marillana detrital fines showed a slightly coarser mean sinter size than the base blend.
Additionally, substitution of Marillana detrital fines for the Australian composites did not affect the fuel requirement for sintering and improved the sintering productivity. Both of these outcomes will result in a more efficient sintering process and increased steel production within the blast furnaces.
The sinter testwork also indicated that the alumina (Al2O3) present in the Marillana detrital fines was present in the coarse size fractions and, as such, is less likely to report to the sinter melt. Consequently, the Al2O3 partitioning in the Marillana detrital fines assisted in mitigating the adverse impact that Al2O3 typically has no effect on sinter quality and performance. The overall results of the sinter program were extremely positive and verify the viability of the Marillana product in terms of both its metallurgy and marketability.
pROCeSS DeVelOpmenT
With the pilot plant trials successfully validating the PFD and establishing the basis of design in Q1 2010, process engineering completed by Ausenco has since progressed to a level consistent with the requirements of the DFS. The resulting plant layout — comprising
— IV-34 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
conventional scrubbing, wet screening and gravity separation techniques — has again highlighted the simplistic and robust nature of the proposed processing facility for the Marillana Project.
The final results from the variability and pilot test programs completed in January 2010 and the subsequent process plant design and successful sinter testing represent further key milestones for the Marillana Project, confirming that the detrital mineralisation can be cost effectively upgraded to a final product grading between of 60.5% to 61.5% Fe, delivering a final product specification and sintering characteristics that are comparable with the DSO being mined from other major Pilbara iron ore projects.
pRe FeaSIBIlITY STuDY OuTCOmeS
Based on the base case total feed rate of 37.5Mtpa (2 x 18.75Mtpa capacity front end plants), the Marillana Project will be capable of producing between 17 to 20Mtpa of product (i.e. beneficiated detritals and/or CID fines), depending upon the modus operandi of the two processing plants (hereby known as the processing facility) and the overall net weight recovery of iron ore fines.
The Study has been initially developed and modelled on the basis of a minimum mine life of 20 years at a nominal production (output) rate of 17Mtpa. The Marillana Project has assumed an average weight recovery of Run of Mine (ROM) feed of 45% and the processing facility has been designed to produce a fines only product. All operating and capital costs have been modelled on the basis of concurrent mining and processing of both the Channel Iron Deposit (“CID”) and Detrital Ore with initial production from the mine scheduled to commence by late 2012.
Financial analysis of the four development options was conducted utilising price forecasts for iron ore and currency exchange rates provided by a number of independent international banking and research groups. Brockman adopted a long term iron ore pricing forecast for the Study (see table below) well below recently executed benchmark pricing agreements between Rio Tinto and a number of Japanese and Korean steel groups of US$0.97/dmtu
— IV-35 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
(dry metric ton unit), and significantly below those prices currently being achieved on the international spot market. The adoption of either 2009 contract or current spot prices would have an extremely positive impact on the valuation range for the Marillana Project, as demonstrated by the table below:
==> picture [434 x 87] intentionally omitted <==
Capital costs were developed by Ausenco in accordance with their industry experience and benchmarked against other major iron ore projects currently being undertaken within the Pilbara district. A post tax real discount rate of 8% has been used in determining the NPV for the Project. The capital cost estimates are in Q2 2009 dollars and are fully inclusive of direct and indirect costs and a 10% contingency.
Total upfront capital investment in the Marillana Project is estimated to be $997 million (base case), which represents the total direct and indirect costs for the development of the project. This figure includes $166 million for mine pre strip, infrastructure and civil works; $532 million for processing plants, stockyards and support facilities; and $299 million in indirect costs and contingency. The mining and processing operating cost estimate includes all site related costs associated with processing of two types of ore from the ROM pad. The operating costs for haulage and shipping of the products via rail infrastructure to stockyard and loading facilities in Port Hedland include a capital payback charge plus the operating costs for rail haulage, unloading and stockpiling, and ship loading.
The averages of “life of mine” pre-tax operating costs (excluding depreciation) were utilised in the financial model to calculate the per unit tonne cost on a Free on Board (FOB) basis.
Brockman has reported to the ASX that the Pre-Feasibility Study found that the Net Present Value (NPV) of the Marillana Project ranges from AUD1.4 billion to AUD1.64 billion using an 8% real discount rate, with Internal Rates of Return (IRR) ranging from 19.5% to 25.1% and capital paybacks ranging from 5 to 6 years. Upfront capital costs are forecast to range from AUD705 million to AUD1.35 billion depending on different logistical, development and ore transportation options. These are based on a nominal production rate of 17 million tonnes per annum (Mtpa).
— IV-36 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
RaIl anD pORT aCCeSS anD InFRaSTRuCTuRe
During the completion of the Marillana DFS, Brockman remained actively engaged in the development of the proposed multi-user iron ore export facilities at South West Creek, within the “inner harbour” at Port Hedland. A Pre-Feasibility Study for the design of the new port facilities, including supporting infrastructure and dedicated stockpiling space, was completed in April 2010 on behalf of the NWI Group by global engineering company Sinclair Knight Merz (“SKM”) in conjunction with engineering management consultants Evans and Peck.
==> picture [422 x 214] intentionally omitted <==
Fig. 7 Port Hedland Port
The port PFS report concluded that the proposed Port Hedland development is viable and, based on a staged development approach, could be operational as early as the second half of 2013. This completion date has been incorporated into the master schedule for the development, construction and commissioning of the Marillana Project.
The port project will incorporate train unloading and stockpiling facilities as well as new berths and ship-loading facilities for the export of up to 50Mtpa of iron ore. An estimate of the port facility’s capital and operating costs per tonne of ore on a “Free on Board” basis was developed as part of the PFS and was factored into the Marillana DFS operating costs.
DFS works associated with the landside (non-dredging) environmental approvals are currently being carried out by Coffey International. The level of environmental assessment for the NWI port development is currently being defined. The Port Hedland Port Authority
— IV-37 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
(“PHPA”) has provided notification of the area allocated for NWI port infrastructure, as defined by the port ultimate development plan. This includes the rail unloading and stockyard facilities.
The environmental approval for the dredging of South West Creek is being managed by the PHPA using the consulting services of SKM. The current forecast for approvals indicates that dredging can commence in Q3, CY 2011.
Brockman is finalising detailed discussions with legislative authorities, government departments and existing and future railway owner/operators to finalise the optimal rail infrastructure solution for the Marillana Project.
The West Australian Government has provided support for Brockman’s application for the development of a State Agreement to facilitate construction of the vital rail infrastructure required for the Marillana Project. Brockman is now engaged with the Department of State Development to expedite the process required to gain the necessary land tenure for any alternate rail corridors from Marillana to the port of Port Hedland, should this be required.
The financial evaluation within the Marillana Project DFS considered two principal rail infrastructure solutions. One with a rail loop on the Marillana site, and another with a rail spur from the Marillana site to an alternate rail head, owned and operated by an existing mining company.
Both rail scenarios were modelled utilising the NWI port facility as the port of destination. Modelling assumed Brockman would be responsible for its pro-rata cost of capital for the NWI Port Hedland facility by way of a tariff per tonne secured by a “take or pay” arrangement. Capital and operating costs were based on information supplied by the NWI Feasibility Study into the development of the port facilities.
appROValS anD naTIVe TITle
In February, 2011, the Western Australian Minister for Environment granted the final environmental approvals for the development of Brockman’s 100%-owned Marillana Iron Ore Project in the Pilbara region of Western Australia.
This key approval is a significant milestone for Brockman and the communities in which the Project will operate, paving the way for on-site construction and development of this large-scale project to proceed, subject to the completion of the current Definitive Feasibility Study and a Final Investment Decision due in the third quarter of 2011.
— IV-38 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
There are no established Aboriginal communities in the vicinity; however, the Project area is subject to two non-overlapping Native Title Claims. The western half of the licence is held by Martu Idja Banyjima (“MIB”) people and the eastern half of the licence is held by the Nyiyaparli people.
Brockman has established strong relationships with groups, built on trust and understanding developed during the negotiation of the Native Title Mining Agreements. In October 2008, Brockman signed a landmark Native Title Agreement with the Martu Idja Banjima (MIB) people that will facilitate mining on the western portion of the Marillana Project area. In December 2009, a similar Agreement was executed with the Nyiyaparli people covering the eastern portion of the deposit. These Agreements address the two groups’ concerns regarding the management of Cultural Heritage and protection of the lands on which the Marillana Project will be operated, as well as providing opportunities to participate in the Marillana Project through employment, training and contracting opportunities.
Following the signing of the second agreement, Mining Lease M47/1414 was granted by the DMP in late December 2009 over an area of 82.5km2. The Mining Lease covers the entire deposit and all proposed infrastructure areas. Heritage surveys completed by both groups in the second half of 2009 completed the heritage coverage over the entire deposit and project footprint expected to be impacted during operations (including mining, processing and infrastructure). Four artefact clusters and a number of isolated artefacts were identified during the surveys, but none of these are located in areas to be Process Development. Native Title Agreements are in place between Brockman and both groups.
The Native Title Agreements address the native title claimants concerns regarding the management of Cultural Heritage and protection of the lands on which the Project will be operated, as well as providing them with opportunities to participate in the Project, through employment, training and contracting opportunities.
— IV-39 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
eXplORaTIOn pROJeCTS
As well as the advanced Marillana Project, Brockman Resources have three exploration projects in the Western Pilbara, one in the North and one in the East Pilbara.
-
Duck Creek
-
West Hamersley
-
Mt Stuart
-
Opthlamia
-
Mt Florance
Please note, where assay values for rock chip samples and drill intercepts are quoted they represent the best results from a series of lower grade values. They should not be taken to represent the average grade of the samples unless otherwise stated.
— IV-40 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
WeST pIlBaRa pROJeCTS
The location of these projects is shown in Fig. 8.
==> picture [306 x 446] intentionally omitted <==
Fig. 8 Location of Brockman Resources Limited Projects in the West Pilbara
— IV-41 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
DuCK CReeK
The Duck Creek iron ore project is located about 115km WNW of Paraburdoo in the West Pilbara region. Mineralisation forms discrete mesas of channel iron deposits (CID) 15-30m above the surrounding plains and so stripping ratios would be expected to be very low for the targets identified. Exploration work carried out to date has been a helicopter assisted chip sampling programme and an initial reconnaissance RC drilling programme. The sampling programme identified nine mesas containing ore grade CID mineralisation.
The RC drilling programme comprising 1,657m in 45 holes and confirmed significant DSO grade mineralisation at shallow depths (often commencing at surface) from all targets drilled. Mineralisation contains very low levels of the contaminant phosphorous (P) which should assist in finding markets for the mineralisation. Other contaminant levels (silica and alumina) are comparable with other West Pilbara CID Mineral Resources reported by aspiring producers. Significant results include:
-
20m at 56.6% Fe (61.5% CaFe) from 1m in DRC032
-
● 17m at 56.8% Fe (61.8% CaFe) from 0m in DRC029
-
19m at 55.3% Fe (62.0% CaFe) from 4m in DRC008
-
16m at 54.6% Fe (62.0% CaFe) from 4m in DRC002
— IV-42 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
==> picture [400 x 277] intentionally omitted <==
Fig. 9 Location and Drilling results — Duck Creek Iron Ore project — Northern Areas
==> picture [400 x 278] intentionally omitted <==
Fig. 10 Location and Drilling results — Duck Creek Iron Ore project — Southern Areas
— IV-43 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
WeST HameRSleY
The West Hamersley Project comprises one granted Exploration Licence (E47/1603) covering 54km2 and containing extensive areas of outcropping Brockman Iron Formation. Mineralisation at West Hamersley is in the form of cemented hematite-goethite “canga”, formed as valley-fill deposits at the base of the Brockman Iron Formation ranges within the project area. While individual valley targets range up to 2km in length and 500m in width, much of the area is covered by scree and therefore the continuity of the canga mineralisation cannot be ascertained with certainty.
Helicopter-supported reconnaissance mapping and sampling over West Hamersley as part of its broader resource and business development strategy in the Pilbara region identified six zones of hematite mineralisation grading 56-64% Fe.
An initial programme of reconnaissance RC drilling in late 2010 comprising 407m in 36 shallow holes drilled at West Hamersley confirmed significant shallow DSO grade hematite mineralisation, with results including:
-
13m at 55.6% Fe (62.9% CaFe) from 7m in WHRC025
-
9m at 58.8% Fe (60.5% CaFe) from 0m in WHRC031
— IV-44 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
The following table shows the detailed results from the drilling Hamersley to date on both Duck Creek and West Hamersley.
==> picture [425 x 551] intentionally omitted <==
— IV-45 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
mT STuaRT
The Mt Stuart Project comprises two priority Exploration Licence applications containing outcropping channel iron deposits (“CID”) mineralisation as mapped by Geological Survey of Western Australia. Initial reconnaissance sampling over a mesa of CID mineralisation at Mt Stuart demonstrated that ore grade mineralisation is present. All four samples of CID mineralisation collected averaged 58% Fe (calcined Fe = 64.3%) with low contaminants. The thickness of CID mineralisation in the area is estimated at 10-20m.
pOTenTIal OF THe WeST HameRSleY TenemenTS
Recent work supports an Exploration Target of 20-30Mt grading 58-61% Fe for the West Hamersley tenement, increasing the overall Exploration Target1 for Brockman’s West Pilbara portfolio including the Duck Creek and Mt Stuart Projects to 80-100Mt grading 57-60% Fe. These results confirm the prospectivity of Brockman’s West Pilbara ground.
OTHeR eXplORaTIOn pROJeCTS In THe pIlBaRa
OpHTHalmIa
This project comprises two granted Exploration Licences and one Exploration Licence Application located 10-20km north of Newman and adjacent to the East Angeles prospects of Hancock Mining.
An initial programme of reconnaissance RC drilling was carried out over E47/1598 at Opthalmia in December 2010. Ophthalmia Project reconnaissance mapping and sampling at the Ophthalmia Project during the year has identified two new zones of hematite mineralisation grading up to 64% Fe. The Ophthalmia tenements (E47/1598, 1599 and E46/781), part of Brockman’s extensive portfolio of iron ore projects in Western Australia’s Pilbara region, are all located within a 30km radius from the town of Newman and close to existing and planned operations by BHPB and Rio Tinto.
The most significant mineralisation occurs at the Kalgan prospect within E47/1598, where surface sampling of supergene enriched basal Brockman Iron Formation returned grades from 55-64% Fe (60-66% calcined Fe). The Kalgan prospect contains approximately 1.5km of strike of Brockman Iron Formation and is located about 5km westalong strike from the East Angelas 2E deposit. The Ophthalmia prospect, located within E46/781, comprises poorly exposed Brockman Iron Formation that is interpreted to be a folded extension of the sequence hosting the Oreboby 21 deposit, held by BHPB. Surface samples returned
— IV-46 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
up to 57% Fe (63% calcined Fe). The prospect contains about a 1km strike length of Brockman Iron Formation and the sequence is interpreted to dip north, into the tenement, enhancing the potential for substantial mineralisation in this area. An initial programme of reconnaissance RC drilling was carried out over E47/1598 at Opthalmia in December, 2010. A total of 462m in five holes were completed.
==> picture [417 x 277] intentionally omitted <==
Fig. 11 Ophthalmia Iron Project — location of surface chip samples
mT FlORanCe
There is one granted Exploration Licence containing a 20km strike extent of Marra Mamba Iron Formation (under cover). The licence is located about 60km east of Fortescue Metals Group Marra Mamba-hosted Flinders deposit.
OTHeR pROJeCTS In WeSTeRn auSTRalIa
IRWIn-COGlIa nI-CO anD nI-Cu
The Company has a 40% interest in the Irwin-Coglia nickel cobalt laterite project, located about 150km south-east of Laverton in Western Australia. The project comprises three adjoining tenement blocks, namely Irwin Hills, Coglia Well and Stella Range. The
— IV-47 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
remaining 60% interest in the Joint Venture is held by Murrin Murrin Holdings Pty Ltd and Glenmurrin Pty Ltd, the owners of the Murrin Murrin Ni-Co laterite mine and High Pressure Acid Leach treatment plant near Laverton.
Since establishing the Joint Venture, the partners have carried out extensive drilling programs and established significant Ni-Co laterite resources at Irwin-Coglia. The Joint Venture has been assessing various alternatives for the future development of these resources. The resources at Irwin-Coglia are substantial and reported by Brockman to be an Indicated Mineral Resource at a 0.8% Ni cut-off grade of 16.9Mt grading 1.07% Ni and 0.14% Co (for 180,000 tonnes contained nickel metal and 23,000 tonnes contained cobalt) in accordance with the JORC code. There is potential for a significant increase in the total mineral resources at Irwin-Coglia, with much of the eastern ultramafic succession untested by drilling. The eastern succession is similar in character to the western ultramafics and is interpreted to be either a thrust repeat or fold repeat or fold repetition of the western succession.
Exploration of the project was put on hold when the price of nickel and cobalt dropped significantly in 2008. However, these metal prices have now returned to levels at which Brockman considers its share of the Ni-Co resources at Irwin-Coglia to constitute an asset with potentially significant future value.
ReFeRenCeS
All information contained in this report is sources from Brockman’s numerous releases to the Australian Securities Exchange.
GlOSSaRY
aerial photography
Photographs of the earth’s surface taken from an aircraft.
aeromagnetic A survey undertaken by helicopter or fixed-wing aircraft for the purpose of recording magnetic characteristics of rocks by measuring deviations of the earth’s magnetic field.
airborne geophysical data Data pertaining to the physical properties of the earth’s crust at or near surface and collected from an aircraft.
— IV-48 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
| alluvial | Pertaining to silt, sand and gravel material, transported and |
|---|---|
| deposited by a river. | |
| alluvium | Clay silt, sand, gravel, or other rock materials transported |
| by flowing water and deposited in comparatively recent | |
| geologic time as sorted or semi-sorted sediments in | |
| riverbeds, estuaries, and flood plains, on lakes, shores and in | |
| fans at the base of mountain slopes and estuaries. | |
| alteration | The change in the mineral composition of a rock, commonly |
| due to hydrothermal activity. | |
| anomalies | An area where exploration has revealed results higher than |
| the local background level. | |
| anticline | A fold in the rocks in which strata dip in opposite directions |
| away from the central axis. | |
| Archaean | The oldest rocks of the Precambrian era, older than about |
| 2,500 million years. | |
| assayed | The testing and quantification metals of interest within a |
| sample. | |
| basalts | A volcanic rock of low silica (<55%) and high iron and |
| magnesium composition, composed primarily of plagioclase | |
| and pyroxene. | |
| bedrock | Any solid rock underlying unconsolidated material. |
| BIF | Banded Iron Formation-A rock consisting essentially of iron |
| oxides and cherty silica, and possessing a marked banded | |
| appearance. | |
| BLEG sampling | Bulk leach extractable gold analysis; an analytical method |
| for accurately determining low levels of gold. | |
| breccia | Rock containing angular fragments in a finer grained matrix. |
— IV-49 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
| brittle | Rock deformation characterised by brittle fracturing and |
|---|---|
| brecciation. | |
| Cainozoic | An era of geological time spanning the period from 65 |
| million years ago to the present. | |
| calcination | Heating a substance until it dissociates and volatile |
| molecular components are removed, adj, calcined. | |
| carbonate | Rock of sedimentary or hydrothermal origin, composed |
| primarily of calcium, magnesium or iron and CO3. Essential | |
| component of limestones and marbles. | |
| chert | Fine grained sedimentary rock composed of cryptocrystalline |
| silica. | |
| chlorite | A green coloured hydrated aluminium-iron-magnesium |
| silicate mineral (mica) common in metamorphic rocks. | |
| CID | Channel Iron Deposit. |
| colluvium | A loose, heterogeneous and incoherent mass of soil material |
| deposited by slope processes. | |
| Cretaceous | A geological era from 135 million years to 65 million years |
| before present. | |
| depletion | The lack of gold in the near-surface environment due to |
| leaching processes during weathering. | |
| diamond drill hole | Mineral exploration hole completed using a diamond set or |
| diamond impregnated bit for retrieving a cylindrical core of | |
| rock. | |
| dilational | Open space within a rock mass commonly produced in |
| response to folding or faulting. |
— IV-50 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
| dolerite | A medium grained mafic intrusive rock composed mostly of |
|---|---|
| pyroxenes and sodium-calcium feldspar. | |
| DoIR | Department of Industry and Resources, WA. |
| dykes | A tabular body of intrusive igneous rock, crosscutting the |
| host strata at a high angle. | |
| epigenetic | Geological processes at or near the earth’s surface. |
| epithermal | A term applied to mineral deposits formed in and along |
| fissures and other openings in rocks at shallow depths and | |
| low temperatures. | |
| erosional | The group of physical and chemical processes by which |
| earth or rock material is loosened or dissolved and removed | |
| from any part of the earth’s surface. | |
| fault zone | A wide zone of structural dislocation and faulting. |
| felsic | An adjective indicating that a rock contains abundant |
| feldspar and silica. | |
| folding | A term applied to the bending of strata or a planar feature |
| about an axis. | |
| follow-up | A term used to describe more detailed exploration work over |
| targets generated by regional exploration. | |
| g/t | Grams per tonne, a standard volumetric unit for |
| demonstrating the concentration of precious metals in a | |
| rock. | |
| geochemical | Pertains to the concentration of an element. |
| geophysical | Pertains to the physical properties of a rock mass. |
| goethite | Hydrated iron oxide mineral, FeO(OH). |
— IV-51 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
| granite | A coarse-grained igneous rock containing mainly quartz and |
|---|---|
| feldspar minerals and subordinate micas. | |
| greywacke | A sandstone like rock, with grains derived from a |
| dominantly volcanic origin. | |
| GSWA | Geological Survey of Western Australia. |
| hematite | Iron oxide mineral, Fe2O3. |
| hinge zone | A zone along a fold where the curvature is at a maximum. |
| hydrothermal fluids | Pertaining to hot aqueous solutions, usually of magmatic |
| origin, which may transport metals and minerals in solution. | |
| igneous | Rocks that have solidified from a magma. |
| infill | Refers to sampling or drilling undertaken between |
| pre-existing sample points. | |
| insitu, in situ | In the natural or original position. |
| intrusions | A body of igneous rock which has forced itself into |
| pre-existing rocks. | |
| ironstone | A rock formed by cemented iron oxides. |
| itarbirite | A laminated, metamorphosed, oxide-facies iron formation |
| in which the original chert or jasper bands have been | |
| recrystallized into megascopically distinguished grains of | |
| quartz and in which the iron is present as thin layers of | |
| hematite, magnetite, or martite. | |
| jasperoid | A rock consisting of fine grained silica containing some |
| hematite. | |
| joint venture | A business agreement between two or more commercial |
| entities. |
— IV-52 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
| laterite | A cemented residuum of weathering, generally leached in |
|---|---|
| silica with a high alumina and/or iron content. | |
| lineament | A significant linear feature of the earth’s crust, usually |
| equating a major fault or shear structure. | |
| lithological contacts | The contacts between different rock types. |
| lithotypes | Rock types. |
| LOI | Loss on Ignition. The weight lost when a substance is |
| calcined. | |
| lopolith | A lopolith is a large igneous intrusion which is lenticular in |
| shape with a depressed central region. | |
| mafic | Pertaining to, or composed dominantly of dark coloured |
| ferromagnesian rock forming silicates. | |
| magnetite | A mineral comprising iron and oxygen which commonly |
| exhibits magnetic properties. | |
| martite | Hematite occurring in iron-black octahedral crystals |
| pseudomorphous after magnetite. | |
| mesa | Flat topped hill bounded on at least one side by a steep cliff. |
| Mesas are erosional remnants that persist due to a more | |
| resistant surface. | |
| metamorphic | A rock that has been altered by physical and chemical |
| processes involving heat, pressure and derived fluids. | |
| metasedimentary | A rock formed by metamorphism of sedimentary rocks. |
| Miocene | An age division of the Tertiary period. |
| Mt | Million Tonnes. |
— IV-53 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
| open pit | A mine working or excavation open to the surface. |
|---|---|
| outcrops | Surface expression of underlying rocks. |
| palaeochannels | An ancient preserved stream or river. |
| piedmont | Situated or formed at the base of a slope or hill. |
| pisolitic | Describes the prevalence of rounded manganese, iron or |
| alumina-rich chemical concretions, frequently comprising | |
| the upper portions of a laterite profile. | |
| porphyries | Felsic intrusive or sub-volcanic rock with larger crystals set |
| in a fine groundmass. | |
| ppb | Parts per billion; a measure of low level concentration. |
| ppm | Parts per million (numerically equivalent to g/t). |
| Proterozoic | An era of geological time spanning the period from 2,500 |
| million years to 570 million years before present. | |
| Quaternary | A time period from 1.8 million years to the present. |
| quartz reefs | Old mining term used to describe large quartz veins. |
| RAB drilling | A relatively inexpensive and less accurate drilling technique |
| involving the collection of sample returned by compressed | |
| air from outside the drill rods. | |
| RC drilling | A drilling method in which the fragmented sample is |
| brought to the surface inside the drill rods, thereby reducing | |
| contamination. | |
| regolith | The layer of unconsolidated material which overlies or |
| covers insitu basement rock. |
— IV-54 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
| residual | Soil and regolith which has not been transported from its |
|---|---|
| point or origin. | |
| resources | In situ mineral occurrence from which valuable or useful |
| minerals may be recovered. Usually refers to estimates in | |
| accordance with the Joint Ore Reserve Committee (JORC) | |
| code. | |
| rock chip sampling | The collection of rock specimens for mineral analysis. |
| sanding | A type of silica alteration which can occur adjacent to |
| mineralization of the Carlin style. | |
| satellite imagery | The images produced by photography of the earth’s surface |
| from satellites. | |
| schist | A crystalline metamorphic rock having a foliated or parallel |
| structure due to the recrystallisation of the constituent | |
| minerals. | |
| scree | The rubble composed of rocks that have formed down the |
| slope of a hill or mountain by physical erosion. | |
| sedimentary | A term describing a rock formed from sediment. |
| sericite | A white or pale apple green potassium mica, very common |
| as an alteration product in metamorphic and hydrothermally | |
| altered rocks. | |
| shale | A fine grained, laminated sedimentary rock formed from |
| clay, mud and silt. | |
| sheared | A zone in which rocks have been deformed primarily in a |
| ductile manner in response to applied stress. | |
| sheet wash | Referring to sediment, usually sand size, deposited over |
| broad areas characterised by sheet flood during storm or rain | |
| events. |
— IV-55 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
| silcrete | Superficial deposit formed by low temperature chemical |
|---|---|
| processes associated with ground waters, and composed of | |
| fine grained, water-bearing minerals of silica. | |
| silica | Dioxide of silicon, usually found as the various forms of |
| quartz. | |
| silts | Fine-grained sediments, with a grain size between those of |
| sand and clay. | |
| soil sampling | The collection of soil specimens for mineral analysis. |
| strata | Sedimentary rock layers. |
| stratigraphic | Composition, sequence and correlation of stratified rocks. |
| stream sediment sampling | The collection of samples of stream sediment with the |
| intention of analysing them for trace elements. | |
| strike | Horizontal direction or trend of a geological structure. |
| subcrop | Poorly exposed bedrock. |
| sulphide | A general term to cover minerals containing sulphur and |
| commonly associated with mineralization. | |
| supergene | Process of mineral enrichment produced by the chemical |
| remobilisation of metals in an oxidised or transitional | |
| environment. | |
| syncline | A fold in rocks in which the strata dip inward from both |
| sides towards the axis. | |
| tectonic | Pertaining to the forces involved in or the resulting |
| structures of movement in the earth’s crust. | |
| Tertiary | A division of geological time from 65 million years to 1.8 |
| million years ago. |
— IV-56 —
COmpeTenT peRSOn’S RepORT On BRm’S mIneRal aSSeTS
appenDIX IV
| tholeiitic | A descriptive term for a basalt with little or no olivine. |
|---|---|
| veins | A thin infill of a fissure or crack, commonly bearing quartz. |
| volcaniclastics | Pertaining to clastic rock containing volcanic material. |
| volcanics | Formed or derived from a volcano. |
— IV-57 —
ValuaTIOn RepORT On BRm’S mIneRal aSSeTS
appenDIX V
The following is the text of the report from Jones Lang LaSalle Sallmanns Limited, a competent evaluator, for the purposes of Chapter 18 of the Listing Rules on the fair market value of the mineral assets held by the BRM Group.
Based on the competent person’s report set out in Appendix IV to this supplemental circular, all the indicated or measured resources are based on the Marillana Project of the BRM Group. Accordingly, based on Rule 18.30(3) of the Listing Rules, only the valuation on the Marillana Project is included in this supplemental circular.
Jones Lang LaSalle Sallmanns Limited 6/F Three Pacific Place 1 Queen’s Road East Hong Kong Tel +852 2369 600 Fax +852 2169 6001 Licence No.: C-030171
09 August 2011
The Directors Wah Nam International Holdings Limited Room 2805, 28th Floor West Tower Shun Tak Centre 168-200 Connaught Road Central Sheung Wan, Hong Kong
Dear Sirs,
InDepenDenT ValuaTIOn OF THe mIneRal aSSeT aCQuIReD BY WaH nam InTeRnaTIOnal HOlDInGS lImITeD
InTRODuCTIOn
In accordance with your instructions, Jones Lang LaSalle Sallmanns Limited (“JLLS”) has prepared an independent opinion of the Fair Market Value of the 100% interest ownership in the Marillana Iron Project (“Marillana”, or the “Project” or the “Mineral Asset”), located in the Pilbara region of Western Australia, held by Brockman Resources Limited (“Brockman”) as at 16 June 2011 (the “Valuation Date”). Pursuant to the Hong Kong Listing Rules Chapter 18.30(3) the exploration assets owned by Brockman have not been included in the valuation. As at the Valuation Date, Wah Nam International Holdings Limited (“WNI” or the “Company”) completed their takeover bid (the “Acquisition” or the “Transaction”), which saw WNI acquire a 32.99% interest in Brockman to bring their total equity interest up to 55.33%. WNI has appointed JLLS to perform the relevant valuation; JLLS understands that this report will be utilized as a reference in the circular to be issued by the Company. The report which follows is dated 09 August 2011 (the “Report Date”).
— V-1 —
ValuaTIOn RepORT On BRm’S mIneRal aSSeTS
appenDIX V
The Mineral Asset is defined as “ all property including but not limited to real property, intellectual property, mining and exploration rights held by or acquired in connection with the development of and the production from those mining and exploration rights together with all plant, equipment and infrastructure owned or acquired for the development, extraction and processing of mineral resources in connections with those rights ”.
The valuation was carried out on a Fair Market Value basis. Fair Market Value is defined as “ the amount of money (or the cash equivalent of some other consideration) determined by the Expert for which the Mineral Asset or Security should change hands on the Valuation Date in an open and unrestricted market between a willing buyer and a willing seller in an “arm’s length” transaction, with each party acting knowledgeably, prudently and without compulsion ”.
The valuation complies with all relevant standards of the VALMIN Code (2005), and is based on accepted valuation procedures and practices that rely substantially on the use of numerous assumptions and consideration of various factors that are relevant to the operation of Brockman. Considerations of various risks and uncertainties that have potential impact on the business have also been considered.
No opinion has been expressed on matters which require legal or other specialized expertise or knowledge, beyond what is customarily employed by valuers. The conclusions assume continuation of prudent management over whatever period of time that is reasonable and necessary to maintain the character and integrity of the assets valued.
The work completed to date includes acquisition and interpretation of all data pertaining to the Mineral Asset, retrieved from the relevant Brockman Circulars on the Australian Stock Exchange (“ASX”), and the Independent Geologist’s Report produced by an independent consultant, Mr. Malcolm Castle, dated 31 July 2011, which indicates: detrital iron deposit proved reserves of 133,000,000 tonnes at a grade of 41.6%; detrital iron deposit probable reserves of 868,000,000 tonnes at a grade of 42.5%; and channel iron deposit probable reserves of 48,500,000 tonnes at a grade of 55.5%. The combined proved plus probable reserves for both detrital and channel iron deposits totals 1,049,500,000 tonnes at a grade of 43.0%.
— V-2 —
ValuaTIOn RepORT On BRm’S mIneRal aSSeTS
appenDIX V
Based on the results of our investigations and analysis outlined in the report which follows, we are of the opinion that the Fair Market Value of the Mineral Asset as at the Valuation Date is reasonably between auD515,000,000 to auD843,000,000 (auSTRalIan DOllaRS FIVe HunDReD anD FIFTeen mIllIOn TO eIGHT HunDReD anD FORTY THRee mIllIOn). This valuation is subject to the assumptions as set out in the valuation report which should be read in its entirety, including the sections regarding the assumptions and the sensitivity analysis, in order to understand the valuation in its context.
The following pages outline the factors considered, methodology and assumptions employed in formulating our opinions and conclusions. Any opinions are subject to the assumptions and limiting conditions contained therein.
Yours faithfully,
==> picture [201 x 38] intentionally omitted <==
Jones lang laSalle Sallmanns limited
— V-3 —
ValuaTIOn RepORT On BRm’S mIneRal aSSeTS
appenDIX V
puRpOSe OF ValuaTIOn
This report is being prepared solely for the use of the directors and management of Wah Nam International Holdings Limited for its inclusion in the circular to its shareholders in relation to the acquisition of Brockman Resources Limited.
BaSIS OF OpInIOn
In order to form an opinion on the Value of the Mineral Asset, it is vital to make assumptions of certain future events, e.g. economic and market factors. JLLS have taken all reasonable care in examining those assumptions made by Brockman to ensure that they are appropriate to the case. The valuation procedures employed include the review of physical and economic conditions of the subject assets, an assessment of key assumptions, estimates, and representations made by the proprietor or the operator of the Mineral Asset. All matters essential to the proper understanding of the valuation will be disclosed in the valuation report.
The following factors form an integral part of our basis of opinion:
-
Assumptions on the market conditions and the subject assets that are considered to be fair and reasonable;
-
Financial performance that shows a consistent trend of the operation;
-
Consideration and analysis on the micro and macro economy affecting the subject assets;
-
Analysis on tactical planning, management and synergy of the subject assets;
-
Analytical review of the subject assets; and
-
Assessment of the leverage and liquidity of the subject assets.
We planned and performed our valuation so as to obtain all the information which we considered necessary in order to provide us with sufficient evidence to express our opinion on the subject assets.
— V-4 —
ValuaTIOn RepORT On BRm’S mIneRal aSSeTS
appenDIX V
GeOGRapHIC anD InDuSTRY BaCKGROunD
location
The Commonwealth of Australia (“Australia”) is located in the Pacific Southwest and is considered a developed country, with the world’s thirteenth largest economy according to GDP (USD1.2 trillion, as of 2009), and the seventeenth largest when adjusted for purchasing power parity — its output represents 1.7% of the global economy. Having grown at a rate of 3.6% per annum over the past 15 years, Australia’s economic growth is considered robust for a developed country, especially compared to the OECD average of 2.5% per annum growth. Although Australia’s economy is dominated by the services sector (68% of GDP) like many developed countries’, it is still the 19 th largest exporter globally. The mining industry is a particularly strong export industry, being responsible for 57% of the country’s exports. Its currency is the Australian Dollar (AUD), which as at the Valuation Date had a closing foreign exchange rate of 1.062 against the US Dollar.
Western Australia (“WA”) is the largest state in Australia, comprising the western onethird of the country (See Figure 1). With a relatively low population density (WA accounts for only 10% of the total population), Western Australia’s economy is centered almost entirely on agriculture and natural resources. In addition to mineral resources, WA is also a net exporter of oil & natural gas, grains, seafood, and livestock; as of 2009, WA accounted for 36% of all Australian exports. Though still heavily reliant on commodity exports, WA has also recently seen an increase in the growth of their services industry — particularly financial services, construction, and tourism.
The Marillana Project is located in the state of Western Australia, specifically in the Pilbara region. The Pilbara region is located in the northwestern portion of WA and covers 2 roughly 500,000 km .
— V-5 —
ValuaTIOn RepORT On BRm’S mIneRal aSSeTS
appenDIX V
Figure 1: Western australia and pilbara
==> picture [160 x 199] intentionally omitted <==
Source: Google Images
Domestic Iron Ore Industry
As mentioned, the iron ore industry is a major component of the economy of WA. The sector has been experiencing strong growth, with the iron output of the state growing 8.5% to 316 million tonnes of ore produced in 2008-09 — the total value of produced ore is estimated to be AUD33.56 billion (see Figure 2). Additionally, exploration expenditures for WA iron projects increased 33% in the same year, to a total of AUD560 million; this accounted for 45% of all exploration expenditures for all mineral resource sectors.
— V-6 —
ValuaTIOn RepORT On BRm’S mIneRal aSSeTS
appenDIX V
Figure 2: breakdown of major mineral/
petroleum resource sectors in Wa mining industry
==> picture [234 x 191] intentionally omitted <==
The majority of the iron mines in WA are located in the Pilbara region; Geoscience Australia estimates that Pilbara contains a comprehensive iron mineral resource in the range of 24 billion tonnes. Still, productive iron mines have been established in other regions of WA (see Table 1).
Table 1: list of currently active iron mines in Wa
| mine | proprietor | location | Region | Capacity (mtpa) | Opening year |
|---|---|---|---|---|---|
| Area C | BHP Billiton | Newman | Pilbara | 42 | 2003 |
| Brockman | Rio Tinto | Tom Price | Pilbara | 8.7 | 1992 |
| Brockman 4 | Rio Tinto | Tom Price | Pilbara | 22 | 2010 |
| Channar | Rio Tinto | Paraburdoo | Pilbara | 20 | 1990 |
| Christmas Creek | FMG | Nullagine | Pilbara | 16 | 2009 |
| Cloud Break | FMG | Nullagine | Pilbara | 28 | 2008 |
| Cockatoo Island | Cliffs Natural Resources | Cockatoo Island | Kimberley | ||
| Eastern Range | Rio Tinto | Paraburdoo | Pilbara | 20 | 2004 |
| Hope Downs | Rio Tinto | Newman | Pilbara | 30 | 2007 |
| Jack Hills | Crosslands Resources | Meekatharra | Mid West | 2 | 2006 |
| Jimblebar | BHP Billiton | Newman | Pilbara | 14 | 1989 |
| Koolan Island | Mount Gibson Mining | Koolan Island | Kimberley | 4 | 2007 |
| Koolanooka | Sinosteel Midwest Corporation | Geraldton | Mid West | 2010 | |
| Koolyanobbing | Cliffs Natural Resources | Southern Cross | Wheatbelt | ||
| Marandoo | Rio Tinto | Tom Price | Pilbara | 15 | 1994 |
| Mesa A | Rio Tinto | Pannawonica | Pilbara | 25 | 2010 |
| Mesa J | Rio Tinto | Pannawonica | Pilbara | 7 | 1994 |
— V-7 —
appenDIX V
ValuaTIOn RepORT On BRm’S mIneRal aSSeTS
| Mount Jackson | Cliffs Natural Resources | Mt Jackson | Esperance | 33 | 2010 |
|---|---|---|---|---|---|
| Mount Tom Price | Rio Tinto | Tom Price | Pilbara | 28 | 1966 |
| Mount Whaleback | BHP Billiton | Newman | Pilbara | 38 | 1968 |
| Nammuldi | Rio Tinto | Tom Price | Pilbara | 6.6 | 2006 |
| Pardoo | Atlas Iron | Port Hedland | Pilbara | 2.4 | 2008 |
| Paraburdoo | Rio Tinto | Paraburdoo | Pilbara | 20 | 1972 |
| Tallering Peak | Mount Gibson Mining | Mullewa | Mid West | 3 | 2004 |
| West Angelas | Rio Tinto | Newman | Pilbara | 29.5 | 2002 |
| Wodgina | Atlas Iron | Port Hedland | Pilbara | 4 | 2010 |
| Yandi | BHP Billiton | Newman | Pilbara | 41 | 1992 |
| Yandicoogina | Rio Tinto | Newman | Pilbara | 52 | 1998 |
Source: Western Australian Mineral and Petroleum Statistic Digest 2008-09; Western Australian Department of Mines and Petroleum
The bulk of iron production is controlled by two companies: the Rio Tinto Group (“Rio”) and BHP Billiton Ltd (“BHP”). According to the above table, together they account for over 80% of iron production in the state, with Rio producing 284 Mt and BHP producing 135 Mt in 2009. Fortescue Metals Group Ltd (“FMG”) comes in a distant third at 44 Mt produced in 2009.
Nearly all the produced iron ore of WA are sold as exports, with an overwhelming 98% exported to East Asian neighbors. In 2009, China purchased 64% of all exported iron (valued at AUD21 billion); Japan purchased 21%; South Korea 10%; and Taiwan 3%. In contrast, all of Europe only purchased 1% of total WA iron exports, with the remaining 1% distributed elsewhere globally.
Distribution infrastructure underpinning WA iron mines is comprised of a private rail network linked to a series of major shipping ports — namely, Cape Lambert, Dampier, and Port Hedland. Similar to iron production itself, the rail network is controlled through each company’s individual Rail State Agreement by the troika of Rio, BHP, and FMG. Rio controls the Hamersley and Robe River railways, which terminate at Cape Lambert and Dampier; BHP controls the Goldsworthy and Mt. Newman railways, which terminate at Port Hedland; and FMG controls the Fortescue railway, which also terminates at Port Hedland. Currently not all rail networks are accessible to 3rd parties (i.e. junior iron ore companies). Because BHP has now denied 3rd party access to its Mt. Newman rail, there are only two railways remaining for 3rd parties use: the FMG Rail is open through viable commercial arrangement by virtue of its State Agreement, and the BHP Goldsworthy line is open by virtue of 3rd party access declaration by the government. A map of the network is show in Figure 3.
— V-8 —
ValuaTIOn RepORT On BRm’S mIneRal aSSeTS
appenDIX V
Recently, a number of iron ore projects have experienced cost blowouts, with many of these projects in the developmental stage. From September of 2010 to the Valuation Date, notable examples include: the Oakajee Port and Rail Project, which was to service the Jack Hills Project and the Weld Range Project, suffered a capital expenditure blowout of AUD700 MM (+13%); The Karara Iron Project held by Gindalbie Metals Ltd suffered one of AUD595 MM (+30%); and CITIC Pacific’s Sino Iron Project reported one of AUD900 MM (+17%). Additionally, a great number more of both developing/producing projects have reported increased operating expenses or estimates thereof, though some companies, such as Atlas Iron Ltd., have been relatively stable. The fundamental driver of these blowouts is the sudden surge of natural resource activity in the past few years; with so many producers descending upon WA simultaneously, a tremendous demand-side pressure has forced up the cost of labor, supplies, and machinery. It is currently unclear whether input prices will return to previous levels in time, or whether WA mining will now operate a new higher cost floor.
— V-9 —
ValuaTIOn RepORT On BRm’S mIneRal aSSeTS
appenDIX V
Figure 3: private rail and port network in pilbara
==> picture [318 x 234] intentionally omitted <==
Global price and Supply/Demand Trends
It is very difficult to obtain forecast iron prices that are generally accepted. Short term prices have shown high sensitivity to relatively small changes in short term supply and demand while long term prices remain sensitive not only to supply and demand issues but also changes in the macroeconomic environment. Although there appears to be a general consensus that prices for iron ore will decrease in the long term as a result of increasing supply which is expected to outpace global demand, the major suppliers continue to plan for increased production. The major producers frame their production plans to meet an increase in demand as forecast by those producers. In WA, BHP is currently undertaking the Rapid Growth Projects (“RGP”) to increase their iron production via upgraded processing, rail, and port capacities. Currently completing RGP-4, BHP intends on completing RGP-5 and RGP-6 in the coming years at a combined cost of AUD8.8 billion, with the resulting ore production expected to increase to over 240 Mtpa by 2015; a nearly 75% increase from their current production. Meanwhile, Rio is targeting a goal of 330 Mtpa by 2015 through an investment of over AUD3.3 billion. Outside of Australia, Vale S.A. (“Vale”) — the largest global mining company by market capitalization — is pressing ahead with their Serra Sul Iron Project, expected to begin production in 2014 with a 90 Mtpa capacity; this would bring their total production in 2015 to 470 Mtpa. Vedanta Resources Plc (“Vedanta”) has three projects in India expected to begin production in 2013 with a 50 Mtpa capacity. The forecasted global iron supply and demand is shown below:
— V-10 —
ValuaTIOn RepORT On BRm’S mIneRal aSSeTS
appenDIX V
Table 2: Iron supply and demand projections
| Total seaborne iron ore demand Mt YoY growth % Total seaborne iron ore supply Mt YoY growth % Seaborne Balance mt |
2010e 1,018 12.0% 1,009 12.0% -9.3 |
2011e 1,085 6.6% 1,079 6.9% -6.3 |
2012e 1,155 6.4% 1,158 7.3% 3.0 |
2013e 1,196 3.5% 1,252 8.1% 56.5 |
2014e 1,276 6.7% 1,383 10.4% 106.9 |
2015e 1,321 3.5% 1,488 7.6% |
|---|---|---|---|---|---|---|
| 167.5 |
Source: UBS, Metalytics
In the scenario depicted in the above table, supply is expected to outpace demand by 2012, and will do so increasingly into the future. In response, price forecasts are expected to decline steadily, as below:
Figure 5: uBS iron price forecasts
==> picture [298 x 148] intentionally omitted <==
Source: UBS, Metalytics
The supply and demand assumptions, upon which these price forecasts are based, however, may require some reconsideration. On the supply side, the estimates may be somewhat high, as a number of the above mentioned projects have run into delays and environmental issues. BHP’s RGP-5 and RGP-6 are both behind schedule, owing to increasing capital costs for upgrading its rail and port infrastructure; major projects in the WA-Midwest Region — including major projects such as Jack Hills, Weld range, and Karara — have run into similar issues in the construction of their major port, Oakajee. With increasing cost blow-outs, Sinosteel Midwest Corporation Ltd has, as a major partner in the infrastructure venture, announced a delay that could drastically reduce the global supply from the
— V-11 —
ValuaTIOn RepORT On BRm’S mIneRal aSSeTS
appenDIX V
consensus forecast. Elsewhere, environmental regulatory delays have slowed progress on the Serra Sul and Sesa Goa projects. These issues, having affected the major producers of iron ore, are also likely to restrict development of new projects by rising junior mining companies.
Indian iron ores also figure to lower the supply forecast, as in July of 2010 all iron ore exports from the state of Karnataka was banned by government decree. The rationale for the ban was widespread corruption in the industry that resulted in illegal mining, environmental degradation, product mispricing, and tax evasion. Consequently, India’s export capacity fell from 120 Mtpa in 2010 to a projected 70-80 Mtpa for 2011; of the 2010 exports, Karnataka accounted for 25% of the total and 3.6% of all seaborne trade. Therefore, should the export ban on Karnataka continue, seaborne iron ore supplies will be depressed below the consensus level.
The demand forecast, conversely, may be too low. For instance, the figure below forecasts Chinese steel production to grow 4% annually:
Figure 6: Chinese steel production forecasts
==> picture [376 x 138] intentionally omitted <==
Source: CEIC
It is possible that Tier 1 Chinese cities have hit near peak steel demands, and this is accounted for in the low — relative to historical numbers — growth forecasts. However, even during the Financial Crisis, China has shown a strong appetite for the material, with their share of global steel consumption jumping from roughly 35% to a peak of 50% before settling back more recently in the 40-45% range.
— V-12 —
ValuaTIOn RepORT On BRm’S mIneRal aSSeTS
appenDIX V
Figure 7: Historical steel production, China vs. global
==> picture [390 x 269] intentionally omitted <==
Additionally, 2nd and 3rd Tier cities in China continue to experience explosive growth, especially in commercial real estate construction and automobile ownership/use. Indeed, the 12th Five-Year Plan calls for an increased focus on urbanization of these smaller cities in an effort to spread the economic growth more evenly; it is likely in this case that China has not yet reached a stable peak for steel demand. According to UBS Investment Research, accounting for this factor should result in a steel demand growth closer to 6%, rather than the 4% of the consensus forecast.
— V-13 —
ValuaTIOn RepORT On BRm’S mIneRal aSSeTS
appenDIX V
When the delays in major production expansion and higher Chinese steel demand are accounted for, the supply and demand forecasts are much more favorable to higher iron prices, as shown below:
Table 3: Iron supply and demand forecast, adjusted for project delayed-lower supply and Chinese growth-driven higher demand
| Total seaborne iron ore demand Mt YoY growth % Total seaborne iron ore supply Mt YoY growth % Seaborne Balance mt |
2010e 1,018 12.0% 1,009 12.0% -9.3 |
2011e 1,114 9.4% 1,079 7.0% -34.7 |
2012e 1,201 7.8% 1,136 5.0% -64.9 |
2013e 1,288 7.3% 1,220 7.0% -68.8 |
2014e 1,365 6.0% 1,361 12.0% -4.5 |
2015e 1,450 6.2% 1,491 10.0% |
|---|---|---|---|---|---|---|
| 40.7 |
Source: UBS
It should still be noted that while these factors could delay the onset and perhaps intensity of supply-driven price drops, it is possible that the farther into the future one looks there is a likelihood that iron ore prices will decline.
— V-14 —
appenDIX V ValuaTIOn RepORT On BRm’S mIneRal aSSeTS
OWneRSHIp OF THe mIneRal aSSeT
Subsequent to the Acquisition, WNI now owns a 55.33% interest in Brockman, which in turns owns a 100% interest in Marillana.
Corporate structure and ownership of the Mineral Asset held by Brockman is shown below:
Figure 8: Ownership structure of Brockman Resources limited and the mineral asset
==> picture [234 x 124] intentionally omitted <==
----- Start of picture text -----
Wah Nam International Holdings Limited
Brockman Resources Limited
(55.33%)
Marillana Iron Project
(100%)
----- End of picture text -----
— V-15 —
ValuaTIOn RepORT On BRm’S mIneRal aSSeTS
appenDIX V
THe mIneRal aSSeTS
The marillana Iron project
Marillana is Brockman’s most advanced iron ore project, and is located in the Hamersley Iron Province of the Pilbara region of Western Australian. The Project covers an area of 96 km2 granted by mining license M47/1414, located roughly 100km NW of Newman. The map below shows the location and tenement coverage:
Figure 11: location and tenement area of marillana project
==> picture [407 x 279] intentionally omitted <==
The Marillana Project contains extensive spans of supergene iron ore mineralisation, which exists in both detrital iron deposit (“DID”) and channel iron deposit form. DID ore is formed as a result of the weathering of bedded iron deposits; the ore fragments are washed away and then deposited in natural topographic traps, such as drainage channels or valleys. They may exist as loose gravel or cemented conglomerates; DID ores often require beneficiation to bring the iron grade above necessary industrial cutoffs, depending on the original bedded iron source. CID ore is formed as a result of eroded and loose iron particles being deposited in ancient river beds and then fused over time by the percolation of iron-rich ground water. The resulting shape of the CID’s are called mesas and resemble low, flat-topped hills when the overlying rocks are removed. This type of deposit is believed to be unique to Western Australia and its relatively high grade makes it such that it does not require beneficiation, making it suitable as a Direct Shipping Ore (“DSO”).
— V-16 —
ValuaTIOn RepORT On BRm’S mIneRal aSSeTS
appenDIX V
Brockman has been exploring the Marillana Project since 2006 and produced initial Mineral Resource estimates in 2007. Since then, exploration programs have increased the Mineral Resource and Reserves estimates to over one billion tonnes; the most recent results from the DFS issued in September 2010 are shown in the table below:
Table 5: marillana Reserves and Resources.
Note: Resources shown are inclusive of Reserves
| Detrital Iron Deposits | Tonnes (mt) | Grade (% Fe) |
|---|---|---|
| Proved Reserves | 133.2 | 41.6% |
| Probable Reserves | 868.0 | 42.5% |
| TOTal ReSeRVeS | 1,001.2 | 42.4% |
| Measured Resources | 173.0 | 41.6% |
| Indicated Resources | 1,154.0 | 43.0% |
| Inferred Resources | 201.0 | 40.7% |
| TOTal ReSOuRCeS | 1,528.0 | 42.6% |
| Channel Iron Deposits | Tonnes (mt) | Grade (% Fe) |
| Probable Reserves | 48.5 | 55.5% |
| TOTal ReSeRVeS | 48.5 | 55.5% |
| Indicated Resources | 84.2 | 55.8% |
| Inferred Resources | 17.7 | 54.4% |
| TOTal ReSOuRCeS | 101.9 | 55.6% |
| Combined Deposits | Tonnes (mt) | Grade (% Fe) |
| COmBIneD ReSeRVeS | 1,049.7 | 43.0% |
| COmBIneD ReSOuRCeS | 1,629.9 | 43.4% |
The September 2010 DFS laid out preliminary mine design, ore processing, and infrastructure plans. Performed by Golder Associates Pty Ltd, the Marillana Project currently plans for an open pit design with a waste-to-ore stripping ratio of 0.8:1 and a DID ore cut-off grade of 38% Fe and CID ore cut-off grade of 52% Fe. The ore processing plant design consists of basic ore crushing; and for the beneficiated products, conventional scrubbing, wet screening, and gravity separation. With a projected annual production capacity of 17 Mtpa, the mine is expected to have an operating life of at least 25 years, and possibly upwards of 40 years pending on further conversion of Resources to Reserves. For rail and port planning, Brockman is expected to use the Northwest Infrastructure
— V-17 —
ValuaTIOn RepORT On BRm’S mIneRal aSSeTS
appenDIX V
Group (NWI) — of which they are a member — backed Port Hedland facilities, which is estimated to provide an annual shipping capacity of 18.5 Mtpa for Brockman’s use. In terms of rail, Brockman is currently negotiating usage rights for the FMG rail line; however, a decision has not been made and an independent rail line to be constructed by Hancock Engineering Services remains as the fallback option. Brockman will have to construct a rail spur in either scenario, but other financial and technical terms — such as capacity and maintenance expense obligations — will determine the final selection.
Having recently published their DFS, Brockman aims to complete their Bankable Feasibility Study in 2012 and begin construction of mining, processing, rail, and port facilities in the same year. According to the DFS, the Project is expected to begin production at the beginning of calendar year 2014.
ValuaTIOn appROaCH anD meTHODOlOGY
We have considered three generally accepted approaches for the valuation of the Mineral Asset, namely market approach, cost approach and income approach.
market approach considers prices recently paid for similar assets with adjustments made to reflect condition and utility of the appraised assets relative to the market comparative. Assets with an established secondary market may be valued by this approach.
Benefits of using this approach include its simplicity, clarity, speediness and it requires only a few or no assumptions. It also introduces objectivity in application as publicly available inputs are used. However, one has to be wary of the hidden assumptions in those inputs as there are inherent assumptions on the value of those comparable assets. It can also be difficult to find comparable assets. Furthermore, this approach relies exclusively on the efficient market hypothesis.
Cost approach considers the cost to reproduce or replace in new condition the assets appraised in accordance with current market prices for similar assets, with allowance for accrued depreciation or obsolescence, whether arising from physical, functional or economic causes. The cost approach generally furnishes the most reliable indication of value for assets without a known secondary market.
Despite the simplicity and transparency of this approach, it does not directly incorporate information about the economic benefits contributed by the subject assets.
Income approach is the conversion of expected periodic benefits of ownership into an indication of value. It is based on the principle that an informed buyer would pay for the
— V-18 —
ValuaTIOn RepORT On BRm’S mIneRal aSSeTS
appenDIX V
asset no more than an amount equal to the present worth of anticipated future benefits (income) from the same or a substantially similar asset with a similar risk profile.
This approach allows for the prospective valuation of future profits and there are numerous empirical and theoretical justifications for the present value of expected future cash flows. However, this approach relies on numerous assumptions over a long time horizon and the result may be very sensitive to certain inputs, and it only presents a single scenario.
Selection of Valuation methodology
For the Marillana Project, it is our opinion that the market approach and cost approach are inappropriate for valuing the underlying asset. Firstly, the market approach requires market transactions of comparable assets as an indication of value. However, we have not identified any current market transactions which are comparable. Secondly, the cost approach does not directly incorporate information about the economic benefits contributed by the underlying asset. We have therefore relied solely on the income approach in determining our opinion of value.
In this study, the value of the Marillana Project was developed through the application of an income approach technique known as Discounted Cash Flow (“DCF”) method to devolve the future value of the mining operation into a present market value. This method eliminates the discrepancy in time value of money by using a discount rate to reflect all business risks including intrinsic and extrinsic uncertainties in relation to the operation.
Under this method, the value depends on the present worth of future economic benefit to be derived from the projected income. Indications of value have been developed by discounting projected future net cash flows derived from the operation of the mining asset to their present worth at a discount rate which, in our opinion, is appropriate for the risks of the mining operation. In considering the appropriate discount rate to be applied, we have taken into account a number of factors including the current cost of finance and the considered risk inherent in the operation.
— V-19 —
ValuaTIOn RepORT On BRm’S mIneRal aSSeTS
appenDIX V
SOuRCe OF InFORmaTIOn
In conducting our valuation of the Fair Market Value of the Mineral Assets, we have reviewed information from several sources, including, but not limited to:
-
Background/Operational
-
Description of the operating businesses; and
-
Other background and research materials.
-
Financials
-
Audited Financial Statements of Brockman for the fiscal years of 2009 and 2010;
-
Other operations and market information in relation to the business;
-
Iron market demand and supply study and forecasts from the Government, internet, news, academic papers and other sources;
-
Iron ore price forecasts from industry consultants, Brockman and other sources; and
-
Comparable analysis
-
Geological/Technical
-
Independent Geologists’ Report from WNI;
-
Definitive Feasibility Study Results Circular (“DFS”) from Brockman;
-
Production planning and scheduling;
-
Consultation with industry consultants contacted by JLLS
We were unable to conduct any site visits in the course of the valuation. This valuation exercise is based on the available public documentation and consultations with the industry consultants. We also held discussions with the management of the Company and have relied to a considerable extent on the information provided by the parties in arriving at our opinion of the Value.
aSSumpTIOnS
General assumptions
- Because of the high levels of uncertainty involved in evaluating a mining project in development, JLLS has provided a range of values instead of a single value for the Marillana Project. This is in keeping with the VALMIN Code (2005), and also reflects several material changes that have occurred since the DFS was issued in September of 2010 — in particular the effects of the demand on limited resources to develop WA mining projects that have resulted in capital and operating cost overruns and project delays. JLLS believes that it is reasonable to consider the impact of these
— V-20 —
ValuaTIOn RepORT On BRm’S mIneRal aSSeTS
appenDIX V
events on the value of Marillana. In doing so, JLLS believes that it is reasonable to consider impact of these events on the value of Marillana. In doing so, JLLS constructed a High Value Case (“High Case”) and a Low Value Case (“Low Case”), which considered scenarios of increased operating and capital expenses. The High Case considers the more optimistic scenario, with no operating expense increase and a capital expense overrun of 13%; the Low Case considers the more pessimistic scenario, with a 12% operating expense increase and a capital expense overrun of 20%.
JLLS was not provided with private information from Brockman. Instead, the data used for the valuation exercise utilizes only information released to the public domain (e.g. exchange circulars, annual reports, financial reporting articles, industry papers and studies).
— In order to realise the growth potential of the business and maintain a competitive edge, additional manpower, equipment and facilities are necessary to be employed. For the valuation exercise, we have assumed that all proposed facilities and systems will work properly and will be sufficient for future expansion.
— JLLS has not been provided with copies of the operating licenses and incorporating documents; we have assumed that the information provided in the public domain documents regarding said licenses and documents are accurate and up to date. We have relied to a considerable extent on such information in arriving at our opinion of the Value.
We have assumed that there will be no material change in the existing political, legal, technological, fiscal or economic condition which may adversely affect the business of Brockman.
We have assumed that operational and contractual terms bound by the contracts and agreements entered into by Brockman will be honored.
-
We have assumed that Brockman’s competitive advantages and disadvantages will not change significantly during the period under consideration.
-
The valuation is done on a nominal basis, with inflation considered in the prices of inputs and outputs.
These assumptions have been made following discussions with Company Management, and the industry consultants. Additionally, we conducted market research into the financial
— V-21 —
ValuaTIOn RepORT On BRm’S mIneRal aSSeTS
appenDIX V
performance of comparable companies, and believe that the projections offered by Brockman represent reasonable forecasts as compared to other companies in this field.
Please also refer to the specific assumptions that are discussed below regarding the Marillana Project.
THe maRIllana pROJeCT
production Schedule
According to the DFS results issued by Brockman, Marillana is expected to produce 17 Mt of iron ore fines per year, starting in January of 2014 until 2038, resulting in a life of mine of 25 years; subsequent to market research, as at the Valuation Date, the start date is projected to be delayed six months to July of 2014 based on market research of comparable companies. Marillana will produce both beneficiated ore and DSO to be blended to produce a single product of Fines only; because the specifics of the mine engineering are still being determined as at the Valuation Date, JLLS has assumed that each product will be produced in a proportion such that both the detrital and CID ore reserves will be depleted in the same year of mining operations. To give recognition to the delays that are often experienced with similar projects and based on discussion with industry consultants and research into standard industry trends/practices, JLLS has conservatively assumed that for the first year of production the mine will only operate at 50% capacity; for the second year, the mine will operate at 80% capacity; and starting from the third year, it will operate at full capacity. The production schedule data is presented as below:
Table 9: mining schedule parameter assumptions
| mine life (Years): | 25 |
|---|---|
| Detrital Iron Deposit Ore Reserves (Mt): | 1,001.2 |
| Channel Iron Deposit Ore Reserves (Mt): | 48.5 |
| Final Product Grade | 60.5% — 61.5% |
| Annual Beneficiated (DID Ore) Production (Mtpa): | 16.0 |
| Annual DSO (CID Ore) Production (Mtpa): | 1.0 |
| Total Annual Production (Mtpa) | 17.0 |
— V-22 —
ValuaTIOn RepORT On BRm’S mIneRal aSSeTS
appenDIX V
price Forecast
It is very difficult to obtain long term iron ore prices forecasts that are updated with ongoing global developments in the public domain although there are technical consultants that offer subscription services for their predictions of forecast iron ore prices. The situation is further complicated by the fact that the mechanisms for setting iron ore prices have recently changed and are still changing from long term contracts to mechanisms that favour short term and spot prices.
Given the sensitivity of iron ore prices to many, largely uncontrollable factors and the difficulty of accurately forecasting prices JLLS has decided to use price forecasts based on Credit Suisse future contracts for 62% West Hamersely Iron Ore Fines, issued as of April to June, 2011, with the three-year futures issued in 2011 also serving as the stable long-term price. It should be noted that the value of the project is very sensitive to price changes as illustrated in the Sensitivity analysis section of this report.
Based on market research into iron price forecasts and consultation with industry consultants, JLLS finds this forecast to be reasonable.
Table 10: price forecast for iron ore
| FOB | ||||
|---|---|---|---|---|
| Beneficiated | FOB | FOB DSO | ||
| 61% | Beneficiated | 61.5% | FOB DSO | |
| Year | (auD/t) | (us¢/dmtu) | (auD/t) | (us¢/dmtu) |
| 2011 | 119.77 | 172.00 | 120.75 | 172.00 |
| 2012 | 124.66 | 149.55 | 125.68 | 149.55 |
| 2013 | 132.26 | 133.35 | 133.34 | 133.35 |
| 2014 | 128.96 | 136.50 | 130.01 | 136.50 |
| 2015-2038 | 108.52 | 136.50 | 109.41 | 136.50 |
Revenue
The total undiscounted revenue, in nominal terms, for the Marillana Project over the 25 year life-of-mine is AUD62.7 billion, with average annual gross revenue of AUD2.5 billion.
Operating Cost
According to the Brockman DFS, operating costs for the Marillana Project are expected to be AUD36.90 per dry metric ton of ore; of which, AUD21.80 are costs for mining and processing, and AUD15.10 are costs for rail transport and port handling, inclusive of demurrage costs. Corporate overhead, marketing and closure costs were estimated to be
— V-23 —
ValuaTIOn RepORT On BRm’S mIneRal aSSeTS
appenDIX V
AUD1.60 per dmt. JLLS has, in addition, included a cost buffer of AUD5 MM per annum for the life of the mine. In relation to the cost overruns experienced by other WA projects, JLLS has run two different operating cost scenarios, the High and Low Cases, as below:
Table 11: Operating cost figures for High and low Cases
| low Case | High Case | ||
|---|---|---|---|
| Item | (OpeX + 12%) | (no Change) | unit |
| Mining and Processing Cost | 24.52 | 21.80 | AUD/dmt |
| Rail & Port (including demurrage) | 16.98 | 15.10 | AUD/dmt |
| Total FOB Cost | 41.50 | 36.90 | auD/dmt |
| Cost buffer | 5.62 | 5.00 | AUD MM |
| Closure Cost | 1.80 | 1.60 | AUD/dmt |
The 12% increase was taken as an average of the change in operating expense for other currently operating iron mines in WA, between the end of December 2010 and the end of June 2011.
It is assumed that the mining and processing cost figure includes on-going fixed asset replacement and maintenance expenditures. No distinction was made between operating costs for beneficiated ore and DSO; JLLS has therefore assumed that the cost figures do not differ between products.
Royalties and Restoration Costs
As the land on which mining is done belongs to the Australian government and is only being leased to Brockman, the former will levy a royalty on the economic benefits derived from the mineral resources. The royalty rate is applied to net revenue, and is 5.0% for beneficiated ore revenue and 5.625% for DSO revenue.
Restoration costs will be incurred over the life of the mine with backfilling of the pit with tailings from year four. Closure costs are provided in the corporate overhead, management and closure cost operating cost estimate. An additional AUD10.3 million was included by JLLS in the final year of operation for restoration costs.
Capital expenditure, Depreciation and amortization
According to the DFS, Brockman’s initial capital expenditures will total AUD1.935 billion. For this assumption JLLS has also taken a Low-High scenario approach similar to that for operating expenses. The High Case increase of 13% was based on the lowest observed capex overrun for comparable WA mining projects, while the Low Case increase
— V-24 —
ValuaTIOn RepORT On BRm’S mIneRal aSSeTS
appenDIX V
of 20% was based on the average increase of all comparable capex overruns. The overruns were calculated only relative to capex estimates issued no earlier than June of 2011, as it is assumed that Brockman’s DFS would have taken into account all market information available prior to September 2010. Though Brockman has not made a final, decisive announcement on their rail option, they have been in negotiation with FMG for well over eight months at this point and indications are that significant progress is being made. Brockman has also devised a fallback option of contracting the construction of their own rail line through Rhodes Ridge to Hancock Engineering Services. WNI has informed JLLS that this alternative option is not estimated to cost significantly more than the FMG option, and as such, we have not considered that in the scenarios.
The Feasibility Study for the construction of facilities at Port Hedland has not yet been released, and there is a risk that operating costs may change from that allowed by Brockman in the DFS. JLLS has accounted for this in our specific premium (See sections: DISCOUNT RATE and RISK FACTORS).
Brockman has not provided construction and capital expenditure schedules; JLLS therefore assumes that the capital expenditure will be spent in equal parts over 2012 and 2013. A breakdown of capital expenditures is presented below:
Table 12: Capital expenditures categorical breakdown for High and low Cases
| low Case | High Case | DFS | |
|---|---|---|---|
| Capital expenditures (auD mm) | (+20%) | (+13%) | Figures |
| Mine | 102,225 | 96,355 | 85,000 |
| Processing plant and utilities | 523,150 | 493,111 | 435,000 |
| Tailing dam | 60,132 | 56,679 | 50,000 |
| Stockyard and on site rail loop | 307,877 | 290,198 | 256,000 |
| Rail spur | 570,053 | 537,321 | 474,000 |
| Indirect, Owner’s costs and contingency | 763,679 | 719,828 | 635,000 |
| TOTal CapITal eXpenDITuReS | 2,327,115 | 2,193,492 | 1,935,000 |
Brockman has also not specified its depreciation and amortization policy, so JLLS has assumed that asset lifespans will be 15 years with a 0% salvage value, and straightline depreciation. Based on consultation with industry consultants, we believe that these assumptions are reasonable.
— V-25 —
ValuaTIOn RepORT On BRm’S mIneRal aSSeTS
appenDIX V
mineral Resources Rent Tax
The Mineral Resources Rent Tax (“MRRT”) may be enacted into law by July of 2012 despite controversy. Based on discussion with our industry consultants, it appears likely that the MRRT will be enacted in some form; it is therefore materially relevant and so has been included in the present valuation. The specific policies for applying the MRRT were taken from the exposure draft of the Mineral Resource Rent Tax Bill issued on 10 June 2011. It is important to note that the specifics of any finalized MRRT law may differ significantly from this exposure draft; inclusion of the MRRT in its present, unfinalized form is to demonstrate the general scale of its effects.
In its current draft, the MRRT is applied when a mining company’s operating margin exceeds the Australian risk free rate plus a 7% spread. The MRRT taxable base is determined as net revenues less operating expenses, management expenses, and capital expenditures; and adding royalty fees and interest expenses. The resulting MRRT base is then granted a 25% MRRT exception; a 30% tax rate is then applied to 75% of the total MRRT base resulting in an MRRT liability with an effective tax rate of 22.5% of base.
There are allowance credits for unprofitable years (the “MRRT Credits”) and the state royalty fee (the “Royalty Credits”). The MRRT Credits are usable if the previous fiscal year was unprofitable, and they are calculated in the same way as an MRRT liability in a profitable year, i.e. calculating the MRRT base and applying an effective rate of 22.5% to that base. The result is then increased by the Australian risk-free rate plus a 7% spread, producing the final MRRT Credits. The MRRT Credits are then used to reduce the MRRT base for the current year; should the size of the credits exceed the size of the MRRT base, there will be no MRRT liabilities for that year and any remaining credits may be rolled over into the next year.
Royalty Credits are calculated by taking the royalty fees for that year and dividing it by the effective MRRT rate of 22.5%; these credits can then be subtracted from the MRRT base, and are used in conjunction with the MRRT Credits (where applicable). Should the Royalty Credits exceed the MRRT base, there will be no MRRT liabilities for that year and any remaining credits may be rolled over into the next year.
Taking into account the MRRT Credits and Royalty Credits, the Marillana Project will be liable for an average effective MRRT rate of 19% for the life of its operations.
Corporate Income Tax
The corporate income tax for Australia is 30%. The taxable base for the corporate income tax is operating income less effective MRRT liabilities for the given year. This results in an average effective corporate tax rate of 24% for the life of Marilliana’s operations.
— V-26 —
ValuaTIOn RepORT On BRm’S mIneRal aSSeTS
appenDIX V
Foreign exchange and Inflation
To forecast foreign exchange rates between the US dollar and Australian dollar, JLLS used the forward rate for AUD:USD exchange as at the Valuation Date; the forward rates used include all rates up to 25 years. The forward rates are presented below:
Table 13: auD:uSD foreign exchange rate forecasts, based on forward rates as at 16 June 2011
| 2011 | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 |
|---|---|---|---|---|---|---|---|---|---|
| 1.062 | 1.015 | 0.973 | 0.939 | 0.912 | 0.891 | 0.876 | 0.863 | 0.851 | 0.840 |
| 2021 | 2022 | 2023 | 2024 | 2025 | 2026 | 2027 | 2028 | 2029 | 2030 |
| 0.831 | 0.831 | 0.831 | 0.831 | 0.831 | 0.787 | 0.787 | 0.787 | 0.787 | 0.787 |
| 2031 | 2032 | 2033 | 2034 | 2035 | 2036 | 2037 | 2038 | ||
| 0.768 | 0.768 | 0.768 | 0.768 | 0.768 | 0.779 | 0.779 | 0.779 |
The present valuation assumes an annual inflation rate of 3%, which is applied to both revenues and expenses.
SenSITIVITY analYSIS
The tables below show the results of the Net Present Value (“NPV”) sensitivity analysis runs for possible changes in, iron prices and operating costs; capital expenditure overruns; and the schedule delays usually attendant to capex overruns. The iron price analysis considers changes of -20% to +20% relative to the projected forecast; the operating cost analysis considers changes of -10% to +10% relative to the projected forecast; the
— V-27 —
ValuaTIOn RepORT On BRm’S mIneRal aSSeTS
appenDIX V
capex overrun analysis considers increases of 10 to 50%; and the schedule delay analysis considers delays of six months to three years. The analyses were all performed on the High Case, and are presented below:
Table 14: Sensitivity analysis of price
(-20 to 20%, 10% increments) and cost changes (-10% to 10%, 5% increments)
| marillana Iron | project equity Value (auD mm) | project equity Value (auD mm) | project equity Value (auD mm) | |||
|---|---|---|---|---|---|---|
| Cost | ||||||
| Condition | -10% | -5% | 0% | 5% | 10% | |
| Iron Ore Price | Condition -20% -10% 0% 10% 20% |
85,000 323,000 1,050,000 1,526,000 2,000,100 |
-34,000 442,000 931,000 1,406,000 1,882,000 |
-153,000 321,000 843,000 1,287,000 1,762,000 |
-273,000 202,000 688,000 1,167,000 1,643,000 |
-375,000 83,000 564,000 1,048,000 1,523,000 |
Table 15: Sensitivity analysis of capital expenditure overruns (10 to 50%, 5% increments)
| CapeX | ||
|---|---|---|
| auD mm | Overrun | equity Value |
| Current: | Base (FmG) | 843,000 |
| Scenario: | 10.0% | 649,000 |
| 15.0% | 567,000 | |
| 20.0% | 485,000 | |
| 25.0% | 406,000 | |
| 30.0% | 328,000 | |
| 35.0% | 249,000 | |
| 40.0% | 171,000 | |
| 45.0% | 93,000 | |
| 50.0% | 15,000 |
— V-28 —
ValuaTIOn RepORT On BRm’S mIneRal aSSeTS
appenDIX V
Table 16: Sensitivity analysis of schedule delays (6 months to 3 years)
| Time Delay | production | equity | |
|---|---|---|---|
| auD mm | (months) | Start Date | Value |
| Current: | 0 | 7/1/2014 | 843,000 |
| Scenario: | 6 | 1/1/2015 | 808,000 |
| 12 | 7/1/2015 | 690,000 | |
| 18 | 1/1/2016 | 668,000 | |
| 24 | 7/1/2016 | 558,000 | |
| 36 | 7/1/2017 | 438,000 |
DISCOunT RaTe
In applying the discounted cash flow method, it is necessary to determine an appropriate discount rate for the assets under review. The discount rate represents an estimate of the rate of return required by a third party investor for an investment of this type. The rate of return expected from an investment by an investor relates to perceived risk. Risk factors relevant in our selection of an appropriate discount rate include:
-
Interest rate risk, which measures variability of returns, caused by changes in the general level of interest rates.
-
Purchasing power risk, which measures loss of purchasing power over time due to inflation.
-
Liquidity risk, which measures the ease with which an instrument can be sold at the prevailing market price.
-
Market risk, which measures the effects of the general market on the price behavior of securities.
-
Business risk, which measures the uncertainty inherent in projections of operating income.
Consideration of risk, burden of management, degree of liquidity, and other factors affect the rate of return acceptable to a given investor in a specific investment. An adjustment for risk is an increment added to a base or safe rate to compensate for the extent of risk believed involved in the investment.
— V-29 —
ValuaTIOn RepORT On BRm’S mIneRal aSSeTS
appenDIX V
Required Return on equity Capital
We have used Capital Assets Pricing Model (the “CAPM”) to estimate the required return on equity capital.
The CAPM is a fundamental tenet of modern portfolio theory which has been generally accepted basis for marketplace valuations of equity capital. The CAPM technique is widely accepted in the investment and financial analysis communities for the purpose of estimating a company’s required return on equity capital.
The equation of CAPM is shown as follow:
Expected Required Return on Equity = Risk Free + Nominal Beta (β) x Risk Premium + Specific Risk (ε)
The return on equity required of a company represents the total rate of return investors expect to earn, through a combination of dividends and capital appreciation, as a reward for risk taking. The Capital Asset Pricing Model (“CAPM”) is used to calculate the required rate of return on equity investment by using publicly-traded companies.
parameters for Capm
In determining the equity discount rates for Brockman as at the Valuation Date, the following parameters have been used:
Table 15: Weighted average Cost of Capital parameters
| Data as of 17-06-2011 | Source | |
|---|---|---|
| Risk free rate | 5.12% | 10-year Australian government bond yield |
| Index return | 8.83% | 10-year moving average of S&P/ASX 300 Index |
| D/E ratio | 3.88% | Average of comparable companies |
| Levered beta | 1.422 | Average of comparable companies |
| Unlevered beta | 1.370 | Average of comparable companies |
| Relevered Beta | 1.408 | |
| Market Return | 10.34% | Cost of equity |
| Country risk | 0.00% | http://pages.stern.nyu.edu/~adamodar/New_Home_ |
| Page/datafile/ctryprem.html | ||
| Size premium | 2.65% | 2011 SBBI Handbook |
| Specific premium | 1.00% | Discussions with WNI and consultants, reflects |
| infrastructure agreement and other uncertainties | ||
| CAPM Discount rate | 13.99% | |
| Cost of debt | 8.88% | 5-year large business loan rate from BCU Bank |
| Cost of debt (tax adjusted) | 6.22% | 30% corporate income tax adjustment |
| Discount Rate | 13.70% |
— V-30 —
ValuaTIOn RepORT On BRm’S mIneRal aSSeTS
appenDIX V
Estimated Beta was calculated as the average of the comparable companies’ adjusted Beta values. Comparable companies were selected primarily on the basis of their Major Activity being the exploration and production of iron ore, the large majority of which occurs on projects domiciled within Australia.
a The size premium of 2.65% is based on the results published in the 2011 SBBI Handbook , under the section “Key Variables in Estimating Cost of Capital”. The specific premium of 1.0% was reached after discussion with the Company regarding the economic risks attached to the operation of iron ore mines in Australia. Part of this premium reflects the risk inherent to junior mining companies, while another part reflects the uncertainty surrounding the port infrastructure arrangements mentioned in the section on Capital Expenditures.
Average CAPM cost of equity is 13.99%. With debt to equity ratio of 3.88%, the weighted average cost of capital (“WACC”) equals 13.70%. We believe this to be a reasonable WACC given Brockman’s industry, its forecasts, and its particular situation.
- a: The SBBI Handbook refers to “The Stocks, Bonds, Bills & Inflation Handbook”, which is issued annually by Ibbotson Associates (a subsidiary of Morningstar). It is considered to be one of the industry standards for determining costs of capital when performing business valuations.
ValuaTIOn COmmenTS
The valuation of an interest in a Mineral Asset requires consideration of all relevant factors affecting the operation of the business and its ability to generate future investment returns. The factors considered in the valuation included, but were not limited to, the following:
-
the nature of the business;
-
the financial condition of the business and the economic outlook in general;
-
the operational contracts and agreements in relation to the business;
-
the projected operating results; and
-
the financial and business risk of the mining operation including the continuity of income and the projected future results.
The estimate of the Value is based on relevant standards of the VALMIN Code (2005) and relies substantially on the use of numerous assumptions and the consideration of many uncertainties, not all of which can be easily quantified or ascertained. Further, while the assumptions and consideration of such matters are considered by us to be reasonable, they are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the control of Brockman, the Company and Jones Lang LaSalle Sallmanns Limited.
— V-31 —
ValuaTIOn RepORT On BRm’S mIneRal aSSeTS
appenDIX V
RISK FaCTORS
Reliance on key executives
The future success of Brockman is dependent, to a large extent, upon the continued service of its key executives and technical personnel as it operates in an industry where there is intense competition for experienced managerial and technical personnel. The loss of the services of these personnel without immediate and adequate replacements could have a material adverse effect on the business.
Infrastructure planning
As mentioned prior, Brockman is still in the negotiation and planning stages of infrastructure development for their Marillana Project. In addition to the capital and maintenance costs required for the infrastructure, the actual capacity of the rail and port will determine the final sales volume of iron ore products and therefore, future cash flows. As mentioned, mining projects in WA have experienced major demand-driven capex blowouts in the six months prior to the Valuation Date; though JLLS has attempted to account for this in our use of High and Low Case scenarios, it is not clear when the blowout will recede, or if this portends a new ‘normal’ higher-cost environment for miners. In either case, the effects will be material and are beyond predictability.
economic considerations
Because the price of natural resources is strongly determined by broader macroeconomic forces, companies engaged in the extraction and sale of natural resources are exposed to considerable market risk with respect to the predictability of their future revenue streams. There is no guarantee that future movements in the market for natural resources, and the broader global economy, will result in favorable circumstances for Brockman and its various projects. Any major movements therein will unquestionably have material effects on the business. The sensitivity of the value of the project to movements in the Iron Ore Price is illustrated in the Sensitivity Analysis section.
Realisation of forecast and future plans
This calculation is premised in large part on the historical financial information and future plans provided by the Management. We have assumed the accuracy of the information provided and relied to a considerable extent on such information in arriving at our calculation of the Value. Since projections are related to the future, there will usually be differences between projections and actual results, and in some cases, those variances may be material. Accordingly, to the extent any of the above mentioned information requires adjustments, the resulting value may differ.
— V-32 —
ValuaTIOn RepORT On BRm’S mIneRal aSSeTS
appenDIX V
InDemnITIeS
The Company has agreed to an indemnity for JLLS and its employees and officers with regards to any liability suffered or incurred as a result of, or in connection, with the preparation of this report. This indemnity will not apply in respect of the proportion of any liability found by a court to be primarily caused by any conduct involving gross negligence or willful misconduct by JLLS. The Company has also agreed to an indemnity for JLLS and its employees and officers for time spent and reasonable legal costs and expenses incurred in the course of any additional required work owing to: reliance on information provided by the Company which is inaccurate or incomplete; and any consequential extension of the workload through queries or public hearings resulting from this report. Any claims by the Company are limited to an amount equal to the fees paid to JLLS. Where JLLS or its employees and officers are found to have been grossly negligent or engaged in willful misconduct JLLS shall bear the proportion of such costs caused by its action.
OpInIOn OF Value
Based on the results of investigation and analysis outlined in this report, it is our opinion that the Fair Market Value of the Mineral Asset as at the Valuation Date is reasonably stated between auD515,000,000 to auD843,000,000 (auSTRalIan DOllaRS FIVe HunDReD anD FIFTeen mIllIOn TO eIGHT HunDReD anD FORTY THRee mIllIOn).
Yours faithfully,
For and on the behalf of
Jones lang laSalle Sallmanns limited
==> picture [121 x 43] intentionally omitted <==
Ian D. Buckingham Principal Senior Consultant
==> picture [106 x 52] intentionally omitted <==
Hilko l. Dusseljee Competent Evaluator
==> picture [127 x 41] intentionally omitted <==
Simon m. K. Chan Regional Director
— V-33 —
ValuaTIOn RepORT On BRm’S mIneRal aSSeTS
appenDIX V
Note:
Mr. Buckingham holds Associateship and Fellowship Diplomas in Geology (RMIT) with extra studies in mining engineering and primary metallurgy, B.App.Sc.(Applied Geology) and a MBA from RMIT University. Mr. Buckingham is a Member of PESA and AAPG. Specific valuation assignments undertaken by Mr. Buckingham include: providing Specialist’s advice to Grant Samuel when that company provided an Independent Expert’s Report to Aberfoyle Limited in relation to the takeover offer by Western Metals NL; providing Specialist’s advice to Grant Samuel and to KPMG Corporate Finance when both of those organisations provided the Independent Expert’s Reports on the takeover offer by Rio Tinto for North Limited and Ashton Mining Limited respectively. As Project Director he managed the project team that undertook a review of the mining, legal, environmental and economic issues associated with the Ok Tedi Mine, PNG; participated in the strategic review team that evaluated and valued the WMC Corridor Sands Project, Mozambique. Mr. Buckingham has also undertaken a number of strategic development assignments evaluating several minerals commodities on behalf of global mining groups.
Mr. Buckingham is currently a principal senior consultant of JLLS and worked with Mr. Hilko Dusseljee on this project.
Hilko Dusseljee holds BCompt and Hons BCompt degrees from the University of South Africa and a MDP from the University of South Africa’s School of Business Leadership. Mr Dusseljee is a Fellow of the Australasian Institute of Mining and Metallurgy (FAusIMM), a member of the Australian Institute of Company Directors (MAICD) and an Associate of CPA Australia (ASA). He has more than 28 years experience in the resources industry. He worked with the Anglo American/De Beers Group for 15 years in Southern Africa where he held financial management positions at various gold and diamond mining operations as well as senior management roles at corporate head offices. In Australia, he was Chief Financial Officer & Company Secretary of the ASX listed gold company Bendigo Mining Limited from 1997 to 2007 and has consulted to the resources industry in the areas of projects and company evaluations and valuations since 2007. Resulting from his corporate and management experience Mr Dusseljee has gained extensive knowledge of and experience in the evaluation, assessment and valuation of various mineral assets and companies. Since becoming a Management Consultant in the global resources industry he has worked on assignments that include: evaluating the potential development aspects and estimating the value of three iron ore projects in Western Australia, evaluated the economic inputs of two lithium salar projects in Argentina, evaluated and valued the coal assets in Australia and Canada of a company seeking to list on the ASX, evaluated the economic prospects of a coal asset in South Africa for an investor client, reviewed several unconventional Australian oil and gas properties as part of a potential IPO on the ASX, evaluated and valued a silver property in Mexico as part of a capital raising for an ASX listed company, reviewed and evaluated a molybdenum deposit in Australia as part of a placement of shares by the Company’s Board, reviewed the financial issues associated with an uranium exploration play in Tanzania, valued a copper-molybdenum property in Mexico, reviewed a gold project in Australia, advised a London based investment and mining company on the financial management of its wholly owned Australian gold and antimony mining subsidiary and assisted an Australian gold company to rearrange its debt and hedging position and to manage its merger with a Canadian gold mining company.
Mr. Dusseljee is currently a senior consultant of JLLS, and is the Competent Evaluator for the purpose of fulfilling the requirements under Rule 18.23 of the Listing Rules. Mr. Dusseljee is not required to hold any additional licenses to perform his role as Competent Evaluator.
Mr. Chan has extensive work experience in valuation and corporate advisory industries. He has provided a wide range of valuation services to numerous listed and listing companies of different industries in China, Hong Kong, Singapore and the United States. Simon has also participated in certain large scale IPOs of State-owned and privately-owned enterprises in China. He has extensive valuation experience in mineral assets, mining rights and corresponding project investments. He has participated in various mining companies’ project investments in China. He is a member of The International Association of Consultants, Valuers and Analysts (IACVA), the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) and the certified public accountants in Hong Kong (HKICPA) and Australia (CPA(Aust)).
All of the above individuals disclose that they have no interest in Brockman, the Company, its subsidiaries, or its assets; nor are they currently or previously employed, in any capacity, by Brockman, the Company, or its subsidiaries. The Competent Evaluators’ remuneration is not dependent on the present valuation results.
— V-34 —
GeneRal InFORmaTIOn
appenDIX VI
1. ReSpOnSIBIlITY STaTemenT
This supplemental circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this supplemental circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this supplemental circular misleading.
2. DISClOSuRe OF InTeReSTS
(a) Disclosure of interests of Directors
As at the Latest Practicable Date, the interests of the Directors or chief executives of the Company in the WN Shares and the underlying WN Shares and any shares and underlying shares of its associated corporations (within the meaning of Part XV of the SFO), which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO), or which were required pursuant to Section 352 of the SFO to be entered in the register maintained by the Company referred to therein, or which were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers were as follows:
| approximate | |||||
|---|---|---|---|---|---|
| % of the | |||||
| issued share | |||||
| Interest in | capital of | ||||
| underlying | the Company | ||||
| Wn Shares | as at the | ||||
| number | pursuant | latest | |||
| nature of | of Wn | to share | practicable | ||
| name of Director | interest | Shares held | options | Date | |
| Mr. Luk Kin Peter Joseph | Direct | — | 39,000,000 | 0.73% | |
| (“Mr. Luk”) | |||||
| Controlled | 361,300,276 | — | 6.74% | ||
| corporation | (1) |
— VI-1 —
GeneRal InFORmaTIOn
appenDIX VI
| approximate | ||||
|---|---|---|---|---|
| % of the | ||||
| issued share | ||||
| Interest in | capital of | |||
| underlying | the Company | |||
| Wn Shares | as at the | |||
| number | pursuant | latest | ||
| nature of | of Wn | to share | practicable | |
| name of Director | interest | Shares held | options | Date |
| Mr. Chan Kam Kwan, Jason | Direct | — | 1,500,000 | 0.03% |
| Mr. Lau Kwok Kuen, Eddie | Direct | — | 1,000,000 | 0.02% |
| Mr. Uwe Henke Von Parpart | Direct | — | 1,000,000 | 0.02% |
| Mr. Yip Kwok Cheung, Danny | Direct | — | 1,000,000 | 0.02% |
Note:
- (1) Mr. Luk was interested in 361,300,276 WN Shares comprising (i) 110,092,000 WN Shares held by Equity Valley Investments Limited; (ii) 103,448,276 WN Shares held by Prideful Future Investments Limited; and (iii) 147,760,000 WN Shares held by Villas Green Investments Limited, the entire issued share capital of which were held by The XSS Group Limited, 50% and 20% of the issued share capital of which was held by Mr. Luk and Cheung Sze Wai (Mr. Luk’s spouse) respectively.
Apart from the above, as at the Latest Practicable Date, there were no interest of the Directors or chief executives of the Company in the WN Shares and the underlying WN Shares of the Company and any shares and underlying shares of its associated corporations (within the meaning of Part XV of the SFO), which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO), or which were required pursuant to Section 352 of the SFO to be entered in the register maintained by the Company referred to therein, or which were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers.
— VI-2 —
GeneRal InFORmaTIOn
appenDIX VI
(b) Substantial Shareholders
As at the Latest Practicable Date, so far as is known to the Directors, the persons (not being a Director or chief executive of the Company) who had an interest or short position in the WN Shares and underlying WN Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO were as follows:
long positions in the Wn Shares and the underlying Wn Shares
| approximate % | |||
|---|---|---|---|
| of the issued share | |||
| number of | capital of the | ||
| Wn Shares | Company as at | ||
| or underlying | the latest | ||
| name | Capacity | Wn Shares | practicable Date |
| The XSS Group Limited_(Note 1)_ | Interest held by controlled | 361,300,276 | 6.74% |
| corporation | |||
| Mr. Luk_(Note 1)_ | Interest held by controlled | 361,300,276 | 6.74% |
| corporation | |||
| Cheung Sze Wai_(Note 1)_ | Interest held by controlled | 361,300,276 | 6.74% |
| corporation | |||
| Chong Yee Kwan_(Note 1)_ | Interest held by controlled | 361,300,276 | 6.74% |
| corporation | |||
| China Guoyin Investments | Beneficial owner | 321,661,070 | 6.00% |
| (HK) Limited_(Note 2)_ | |||
| Zhu Yi Cai_(Note 2)_ | Interest held by controlled | 321,661,070 | 6.00% |
| corporation | |||
| Ocean Line Holdings Limited | Beneficial owner | 321,428,440 | 6.00% |
| (Note 3) | |||
| Kwai Sze Hoi_(Note 3)_ | Interest held by controlled | 321,428,440 | 6.00% |
| corporation | |||
| Cheung Wai Fung_(Note 3)_ | Interest held by controlled | 321,428,440 | 6.00% |
| corporation |
— VI-3 —
GeneRal InFORmaTIOn
appenDIX VI
| approximate % | |||
|---|---|---|---|
| of the issued share | |||
| number of | capital of the | ||
| Wn Shares | Company as at | ||
| or underlying | the latest | ||
| name | Capacity | Wn Shares | practicable Date |
| Shimmer Expert Investments | Beneficial owner | 279,548,000 | 5.22% |
| Limited_(Note 4)_ | |||
| Groom High Investments Limited | Interest held by controlled | 279,548,000 | 5.22% |
| (Note 4) | corporation | ||
| Zhang Li_(Note 4)_ | Interest held by controlled | 279,548,000 | 5.22% |
| corporation |
Notes:
-
These 361,300,276 WN Shares represent (i) 110,092,000 WN Shares held by Equity Valley Investments Limited; (ii) 103,448,276 WN Shares held by Prideful Future Investments Limited; and (iii) 147,760,000 WN Shares held by Villas Green Investments Limited, the entire issued share capital of which were held by The XSS Group Limited, 50%, 20% and 30% of the issued share capital of which were held by Mr. Luk, Cheung Sze Wai (Mr Luk’s spouse), and Chong Yee Kwan (Mr. Luk’s mother), respectively. Mr. Luk, Cheung Sze Wai, Chong Yee Kwan and The XSS Group Limited are deemed to be interested in the WN Shares which Equity Valley Investments Limited, Prideful Future Investments Limited and Villas Green Investments Limited are interested in.
-
These 321,661,070 WN Shares are held by China Guoyin Investments (HK) Limited, which is wholly owned by Mr. Zhu Yi Cai.
-
These 321,428,440 WN Shares are held by Ocean Line Holdings Limited, which is held as to 60% by Mr. Kwai Sze Hoi and as to 40% by Mr. Cheung Wai Fung.
-
These 279,548,000 WN Shares were held by Shimmer Expert Investments Limited, a company wholly-owned by Groom High Investments Limited, which is wholly-owned by Ms. Zhang Li. Ms. Zhang Li also held a 10% equity interest in Luchun Xingtai Mining Company Limited, a 90%-owned subsidiary of the Company.
Save as disclosed above, there was no person (not being a Director or chief executive of the Company) known to the Directors, who, as at the Latest Practicable Date, had an interest or short position in the WN Shares and underlying WN Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO.
— VI-4 —
GeneRal InFORmaTIOn
appenDIX VI
3. DIReCTORS’ SeRVICe COnTRaCTS
As at the Latest Practicable Date, none of the Directors had entered, or proposed to enter, into any service contract with any member of the Group which is not determinable by the Group within one year without payment of compensation other than statutory compensation.
4. DIReCTORS’ InTeReSTS In THe GROup’S aSSeTS OR COnTRaCTS OR aRRanGemenT SIGnIFICanT TO THe GROup
As at the Latest Practicable Date, none of the Directors had any direct or indirect interest in any assets which had been acquired, disposed of by or leased to or which were proposed to be acquired, disposed of by or leased to any member of the Group, since 31 December 2010, the date to which the latest published audited financial statements of the Group were made up.
As at the Latest Practicable Date, there was no contract or arrangement subsisting in which a Director was materially interested and which was significant in relation to the business of the Group.
5. lITIGaTIOn
So far as is known to the Directors, as at the Latest Practicable Date, neither the Company nor any of its subsidiaries was engaged in any litigation or claim of material importance and no litigation or claim of material importance was pending or threatened against the Company or any of its subsidiaries.
6. DIReCTORS’ InTeReSTS In COmpeTInG BuSIneSS
As at the Latest Practicable Date, none of the Directors and their respective associates were interested in any business apart from the Group’s businesses which competed or was likely to compete, either directly or indirectly, with the Group’s businesses as required to be disclosed pursuant to Rule 8.10 of the Listing Rules.
— VI-5 —
GeneRal InFORmaTIOn
appenDIX VI
7. maTeRIal COnTRaCTS
The following contracts, not being contracts in the ordinary course of business, were entered into by the Group within two years immediately preceding the date of this supplemental circular and are or may be material:
-
(i) On 9 February 2010, the Company entered into a placing and subscription agreement with Parklane International Holdings Limited (“Parklane International”), Gracious Fortune and Sun Hung Kai Investment Services Limited in relation to a top-up placing of 334,000,000 new WN Shares and raised approximately HK$297 million for potential acquisitions or investment opportunities in mineral related businesses.
-
(ii) On 17 June 2010, the Company entered into a placing and subscription agreement with Parklane International, Gracious Fortune, Cantor Fitzgerald (Hong Kong) Capital Markets Limited and Sun Hung Kai Investment Services Limited in relation to a top-up placing of 185,000,000 new WN Shares and raised approximately HK$199 million for potential acquisitions or investment opportunities in mineral related businesses.
-
(iii) On 22 June 2010, WN Australia entered into a share subscription agreement with FRS in relation to the subscription by WN Australia of 25,047,939 FRS Shares for approximately HK$147 million.
-
(iv) On 17 September 2010, the Company entered into (a) a subscription agreement with Parklane International and Gracious Fortune, (b) a placing agreement with Parklane International, Gracious Fortune and Cantor Fitzgerald (Hong Kong) Capital Markets Limited, and (c) a placing agreement with Parklane International, Gracious Fortune and Mansion House Securities (F.E.) Limited in relation to a top-up placing of 178,000,000 WN Shares and raised approximately HK$200 million, after costs, for potential acquisitions or investment opportunities in mineral related businesses and to cover transactional costs.
— VI-6 —
GeneRal InFORmaTIOn
appenDIX VI
8. QualIFICaTIOn anD COnSenT OF eXpeRTS
The following is the qualification of the experts who have given, or agreed to the inclusion of, their respective opinion or advice in this supplemental circular:
name Qualification
PricewaterhouseCoopers Certified Public Accountants KPMG Chartered Accountants in Australia Malcolm Castle Member of the Australasian Institute of Mining and Metallurgy Jones Lang LaSalle Associateship and Fellowship Diploma in Geology Sallmanns Limited (RMIT) Ian D. Buckingham B. AppSc (Applied Geology), and MBA from RMIT University Hilko L. Dusseljee Fellow of the Australasian Institute of Mining and Metallurgy (FAusIMM) Simon M. K. Chan Member of the International Association of Consultants, Valuers and Analysts (IACVA), the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) and certified public accountants in Hong Kong and Australia
Each of PricewaterhouseCoopers, Malcolm Castle, Jones Lang LaSalle Sallmanns Limited, Ian D. Buckingham, Hilko L. Dusseljee and Simon M. K. Chan has given, and has not withdrawn, its written consent to the issue of this supplemental circular with the inclusion of its letter and report (as the case may be) and references to its name in the form and context in which they respectively appear.
KPMG consent to being named in the document and to the inclusion of its Accountants’ Report in the form and context in which they appear, but do not otherwise make or purport to make any other statement in this circular, nor is any statement in this supplemental circular based on any other statement by KPMG.
As at the Latest Practicable Date, none of the above experts was beneficially interested in the share capital of any member of the Group nor did any one of them have any right, whether legally enforceable or not, to subscribe for or to nominate persons to subscribe for securities in any member of the Group and did not have any direct or indirect interest in any assets which had been acquired, disposed of by or leased to or which were proposed to be acquired, disposed of by or leased to any member of the Group, since 31 December 2010, the date to which the latest published audited financial statements of the Group were made up.
— VI-7 —
GeneRal InFORmaTIOn
appenDIX VI
9. DOCumenTS aVaIlaBle FOR InSpeCTIOn
Copies of the following documents are available for inspection during normal business hours at the office of the Company at Room 2805, 28/F., West Tower, Shun Tak Centre, 168-200 Connaught Road Central, Sheung Wan, Hong Kong for the period of 14 days from the date of this supplemental circular:
-
(a) the memorandum of association and the bye-laws of the Company;
-
(b) the annual reports of the Company for the years ended 31 December 2009 and 2010;
-
(c) the interim report of the Company for the six months ended 30 June 2010 and 2011;
-
(d) the accountants’ report on BRM, the text of which is set out in Appendix II to this supplemental circular;
-
(e) the report from PricewaterhouseCoopers on unaudited pro forma financial information of the Enlarged Group, the text of which is set out in Appendix III to this supplemental circular;
-
(f) the competent person’s report on BRM’s mineral assets, the text of which is set out in appendix IV to this supplemental circular;
-
(g) the valuation report on BRM’s mineral assets, the text of which is set out in Appendix V to this supplemental circular;
-
(h) the written consents referred to in the section headed “Qualification and consent of experts” in paragraph 8 of this Appendix;
-
(i) material contracts as referred to in the section headed “Material contracts” above;
-
(j) the Bidder’s Statements; and
-
(k) the Initial Circular.
— VI-8 —
GeneRal InFORmaTIOn
appenDIX VI
10. mISCellaneOuS
-
(a) The secretary of the Company is Chan Kam Kwan, Jason. Mr. Chan is a member of the American Institute of Certified Public Accountants.
-
(b) The Hong Kong branch share registrar of the Company is Tricor Secretaries Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong while the Australia branch share registrar of the Company is Computershare Investor Services Pty Limited, Level 2, 45 St Georges Terrace, Perth, WA 6000, Australia.
-
(c) The English text of this circular shall prevail over the Chinese text, in case of any inconsistency.
— VI-9 —