Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

BULLETIN RESOURCES LIMITED M&A Activity 2014

Jan 23, 2014

64546_rns_2014-01-23_ecbcd1ed-3195-4e64-af44-1fcf99873335.pdf

M&A Activity

Open in viewer

Opens in your device viewer

==> picture [202 x 75] intentionally omitted <==

24 January 2014

ASX RELEASE

BULLETIN RECEIVES $6.8M SALE & JOINT VENTURE OFFER ON HALLS CREEK GOLD PROJECTS

The Board of Bulletin Resources Limited (ASX: BNR , Bulletin ) advises that it has received an alternative non‐related third party offer (Offer) for the Halls Creek Gold Projects (Lamboo and Biscay), from ASX listed Pacific Niugini Limited (ASX: PNR, Pacific Niugini).

The BNR board has assessed this bona fide Offer, as “superior” to the existing Matsa Resources (ASX: MAT, Matsa) agreement. Under the Matsa agreement, there are provisions for Bulletin to accept a superior offer, subject to Matsa being able to match the new “superior” offer at Matsa’s election within 14 days of being notified and a break fee ($100,000).

Accordingly, Matsa has been notified of Bulletin’s view that the Pacific Niugini offer is superior and Matsa is currently assessing its right to match the offer, as per the Matsa agreement. Should Matsa elect to match the Pacific Niugini offer, Bulletin is obliged to accept Matsa’s revised offer. If Matsa elect not to match the PNR Offer, then Bulletin is obliged to proceed with the Pacific Niugini transaction, subject to the satisfaction of certain conditions precedent, including the execution of a formal farm in and joint venture agreement.

Pacific Niugini’s intention is to immediately take steps to finalise mining and processing plans and seek permit approvals to commence underground mining at the larger Nicolson’s deposit and open pit mining at the smaller satellite deposits where feasible and utilising the existing Lamboo 120,000 tonne per annum processing plant. Bulletin supports this approach as it advances the project towards mining in the near term.

The Pacific Niugini Offer terms are summarised as follows:

Initial project acquisition for 49% equity for:

  • $1.5 million cash payment ($0.9 million more and 250% higher than the Matsa offer)

  • Minimum $1.3 million value of shares in Pacific Niugini with potential for greater value based on minimum of 15.0 M shares (~$0.5M more and ~60% higher than the Matsa offer)

==> picture [469 x 36] intentionally omitted <==

==> picture [118 x 15] intentionally omitted <==

==> picture [91 x 17] intentionally omitted <==

Expenditure to earn additional project equity of up to 80%

  • Mandatory $1.2M expenditure in first 12 month for additional 16% to increase PNR equity to 65% ($0.2M more and 20% higher than the Matsa offer)

  • Optional $1.2M expenditure in second 12 months for additional 15% ($0.2M more and 20% higher than the “optional” Matsa offer, albeit for additional 5% more project equity)

  • Mandatory $1.0M expenditure to keep the tenements in good financial standing for three years after the first year (4years total within minimum expenditure of $2.2M over 4 years).

  • Bulletin free carried for a total expenditure of $4.0M over 4 years before having to elect on whether Bulletin must elect to co‐fund going forward on an 20% equity basis or elect to divest to Pacific Niugini under the buyout clause

Buyout clause, at Bulletin’s election

Assuming Pacific Niugini achieve the 80% project equity level, then at the point of co‐funding, Bulletin may elect to co‐fund based on its 20% project equity level or divest its 20% project equity on the following terms:

  • $2.0M cash or shares ($0.5M higher than the Matsa offer and for 20% project equity verses Matsa’s $1.5M in cash or shares for 25% project equity) or

  • 1% Net Smelter Royalty capped at $4.0M total ($1.0M higher than the Matsa offer), either are at PNR’s election.

Loan

The Offer allows for the deposit of $0.6M to be converted into a loan repayable over 12 months, at industry standard terms for a transaction of this type, if the Transaction does not reach completion (similar to the Matsa agreement of $0.5M loan facility over slightly less time). The loan will be secured by a mortgage over the Bulletin’s tenements.

Shareholder updates

Bulletin will update shareholders once Matsa has provided the Company with its decision regarding its rights to match the Pacific Niugini Offer. Accordingly, the proposed Notice of Meeting and Independent Experts Report have been placed on hold until Matsa has determined its position.

For Further information, please contact:

Andrew Beckwith, Director Phone +61 8 9388 6921

2 | P a g e