AI assistant
Celsius Resources Limited — Capital/Financing Update 2011
Jun 8, 2011
10450_rns_2011-06-08_b536de8d-a0f4-4514-b2d9-50e7e520026f.pdf
Capital/Financing Update
Open in viewerOpens in your device viewer
==> picture [282 x 106] intentionally omitted <==
8 June 2011
ASX Release
VIEW RESOURCES LIMITED - REINSTATEMENT DISCLOSURE
The following information is provided by View Resources Limited ( Company ) for release to the market:
Capital Structure
The current capital structure of the Company is as follows:
| Shares | 881,953,670 |
|---|---|
| Unlisted Options exercisable at $7.80 on or before 1 August 2011 | 52,500 |
| Unlisted Options exercisable at $0.01 on or before 31 March 20141 | 170,000,000 |
Note 1 – the terms of these Options are set out in Schedule 1 to this announcement.
Pro Forma Balance Sheet
A pro forma balance sheet based on funds raised by the Company is set out below:
| Current Assets Cash at bank 1 Total Current Assets Non Current Assets Equity accounted investment 2 Total Non Current Assets Total Assets |
Unaudited Consolidated as at 31 May 2011 4,711,220 |
|---|---|
| 4,711,220 | |
| 4,437,481 | |
| 4,437,481 | |
| 9,148,701 |
Level 1, 12 Kings Park Road, West Perth WA 6005 PO Box 44, West Perth WA 6872 Ph: (08) 9226 4500 Fx: (08) 9226 4300 ACN 009 162 949
| Current Liabilities Trade and other payables 3 Total Current Liabilities Total Non Current Liabilities Total Liabilities Net Assets Net Equity |
569,086 |
|---|---|
| 569,086 | |
| - | |
| 569,086 | |
| 8,579,615 | |
| 8,579,615 |
Note 1: Cash at bank
| Cash in View Nickel/JV retention account Cash in operating accounts Subtotal Prospectus funds raised Prospectus costs paid Pro-Forma Cash Balance |
1,831,392 2,839,828 4,671,220 50,000 (10,000) |
|---|---|
| 4,711,220 |
Note 2: Non Current Assets
The value of the 30% interest in the Carnilya Hill Joint Venture with Mincor Resources NL. This represents the equity accounted investment as at 31 Dec 2010 adjusted for the profit or loss, cash calls and net receipts from the joint venture since 1 January 2011.
Note 3: Liabilities
Trade and other payables represent GST payable from JV receipts, the balance of administrator related payables and other regular creditors.
Consolidated Activities Report
Overview of the Administration Process and Recapitalisation Proposal
On 8 February 2008, Mr Andrew Saker and Mr Darren Weaver ( Deed Administrators ) were appointed as the joint and several administrators to the Company and its subsidiaries ( View Group ).
At the same time, the Company’s Shares were suspended from trading on the ASX.
The assets of the Company comprised the Company’s interests in View Gold Pty Ltd and View Nickel Pty Ltd.
A Deed of Company Arrangement was subsequently entered into by the Company and the assets of View Gold Pty Ltd were sold (with the proceeds being paid to the secured creditor of the View Group).
==> picture [282 x 106] intentionally omitted <==
The Deed Administrators subsequently called for proposals to recapitalise the Company with a view to seeking reinstatement to trading of its securities on ASX. The Deed Administrators have since accepted a proposal by Brijohn Nominees Pty Ltd for the restructuring and recapitalisation of the Company.
On 20 December 2010, the Company and View Nickel Pty Ltd obtained the approval of their creditors to enter into a varied Deed of Company Arrangement so that all claims of creditors (secured and unsecured) against the Company and View Nickel Pty Ltd will be comprised and released following a cash payment to a creditors' trust.
On 9 February 2011, the recapitalisation of the Company and the effectuation of the Deed of Company Arrangement were completed and control of the Company was passed back to the Board.
Details of the Company’s Assets
On completion of the recapitalisation proposal, all of the other assets of the View Group (being the Joint Venture interest, which is described in further detail below) remained with the group. The board of directors of the Company will be seeking to continue the joint venture operations, complete further regional exploration and also consider new resource project opportunities. The Company has applied for a new tenement (ELA 39/1641) in the Eastern Goldfields region of Western Australia.
The Company (through View Nickel Pty Ltd) has retained a 30% joint venture interest in the Carnilya Hill Joint Venture in Western Australia with Mincor Resources NL ( Joint Venture ). The tenements covered by the Joint Venture include tenements M26/47, M26/48, M26/49 and M26/453. The Joint Venture has been in production for a number of years and the current mine plan anticipates that it will remain in production until the current resource is depleted (depending on the nickel price and successful mining techniques being implemented).
In the financial year ending 30 June 2010, the profit before tax of the Joint Venture was $18.7 million. The unaudited profit of the Joint Venture from 1 July 2010 to 31 December 2010 was $3.35 million.
Mincor Resources NL ( Mincor ) is the operator of the Joint Venture and has advised the Company that the Joint Venture is now in ‘harvest mode’. This means that the majority of mine development has been completed to access the remaining ore reserves and future mining operations will focus on extracting the ore available as a result of this mine development.
From 30 June 2010 to the end of December 2010, approximately 46,000 tonnes of nickel ore at an average grade of 2.8% nickel have been mined from the project. Mining is being carried out at a lower rate than in previous months (approximately 4,000 tonnes a month) to optimise the use of the underground mining fleet.
Level 1, 12 Kings Park Road, West Perth WA 6005 PO Box 44, West Perth WA 6872 Ph: (08) 9226 4500 Fx: (08) 9226 4300 ACN 009 162 949
Historical cash calls for the last 12 months, have been in the range of approximately $300,000 to $500,000 per month.
The ore from the Joint Venture is treated and acquired by BHP Billiton Nickel West Pty Ltd under an ore tolling and concentrate purchase agreement. As at 30 June 2010, the Ore Reserves for the Carnilya Hill Joint Venture (as reported by Mincor Resources NL) were as set out in the table below:
| Proved | Probable | Total | ||||
|---|---|---|---|---|---|---|
| Tonnes | Ni (%) | Tonnes | Ni (%) | Tonnes | Ni (%) | Total Ni tonnes |
| 74,000 | 3.5 | 43,000 | 3.1 | 117,000 | 3.3 | 3,900 |
Mincor prepares resource and reserve statements at the end of the financial year (i.e. as at 30 June each year) and therefore the Company is unable to provide a resource and reserve statement current as at the date of this announcement.
In addition, the Company is unable to make detailed forecasts as to future mine production or cash flows since due to the status of the mine the actual ore production can vary significantly on a monthly basis and cash flows will be dependent on the amount of ore mined as well as the prevailing nickel price and exchange rates.
The Ore Reserves for the Carnilya Hill Joint Venture (as reported by Mincor Resources NL as at 30 June 2010) attributable to the Company’s 30% interest (i.e. 30% of the total Carnilya Hill Ore Reserves) are as set out in the table below:
| Proved | Probable | Total | ||||
|---|---|---|---|---|---|---|
| Tonnes | Ni (%) | Tonnes | Ni (%) | Tonnes | Ni (%) | Total Ni tonnes |
| 22,000 | 3.5 | 13,000 | 3.1 | 35,000 | 3.3 | 1,200 |
As at 30 June 2010, the Mineral Resource for the Carnilya Hill Joint Venture (as reported by Mincor) attritutable to the Company’s 30% interest (i.e. 30% of the total Carnilya Hill Mineral Resource) is as set out in the table below:
| Measured | Indicated | Total | ||||
|---|---|---|---|---|---|---|
| Tonnes | Ni (%) | Tonnes | Ni (%) | Tonnes | Ni (%) | Total Ni tonnes |
| 21,000 | 5.0 | 42,000 | 3.5 | 63,000 | 4.0 | 2,500 |
The resources above are inclusive of reserves.
==> picture [282 x 106] intentionally omitted <==
The information in this announcement relating to Mineral Resources and Ore Reserves is taken from the Mincor Resources NL 2010 Annual Report.
The information has been reviewed by Mr Colwin Lloyd, who is a Member of the Australasian Institute of Mining and Metallurgy. Mr Lloyd is Principal Geologist of Geobase Australia Pty Ltd, consultants to the Company. Mr Lloyd has sufficient experience that is relevant to the style of mineralisation and 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 Resources and Ore Reserves. He has consented to the inclusion of the information in this announcement in the form and context which it appears based on the information presented by Mincor Resources NL in publicly available documents.
Future Exploration Activities
There has been limited exploration undertaken by the Joint Venture since June 2010 and it is not known whether future exploration will delineate any further nickel mineralisation. As the operator of the joint venture, Mincor manages the ongoing exploration programmes and will release results from these programmes as they are available. The exploration conducted to date has been inclusive.
Notwithstanding this, the Company anticipates approaching Mincor to complete a comprehensive exploration review of the Joint Venture assets once the mining operations have come to an end.
Other opportunities
In addition to the above, the management team of the Company will actively seek out complementary and non-complementary assets, investments and businesses that have the potential to generate additional shareholder value. These other opportunities might include making investments in resource assets outside of nickel. The Company has been considering a number of opportunities in the coal, iron ore, potash, phosphate and other mineral sectors in recent times. As at the date of this Announcement, no commercial discussions are at a stage that would warrant any disclosure in this Prospectus.
The Company has applied for tenement E39/1641 in the Eastern Goldfields region of Western Australia. This tenement is located immediately south of the Murrin Murrin operation operated by Minara Resources Ltd and adjacent to the NiWest operation currently under development by GME Resources Ltd. The tenement is believed to have potential for both nickel laterite and nickel sulphide mineralisation. The Company is currently compiling publicly available data relating to this tenement from which it will determine the exploration strategy to be taken once tenure is granted.
Level 1, 12 Kings Park Road, West Perth WA 6005 PO Box 44, West Perth WA 6872 Ph: (08) 9226 4500 Fx: (08) 9226 4300 ACN 009 162 949
Expenditure Budget
The Company intends to apply its existing cash on hand (approximately $4.7 million) in accordance with the table below:
| Item | Amount |
|---|---|
| Payment of outstanding re-listing expenses |
$100,000 |
| Funds available for existing assets1 | $2,500,000 |
| Review and development of new projects |
$1,400,000 |
| Working capital | $700,000 |
| Total | $4,700,000 |
- These funds will be set aside to cover potential future cash calls under the Joint Venture (which may be for funding mining operations, future rehabilitation obligations, shut down costs for the mine and/or future exploration expenditure of the joint venture area).
The above table is a statement of current intentions as at the date of this Notice. Future events may alter the manner in which funds are applied.
Compliance with Listing Rules
The Company confirms that it is in compliance with the Listing Rules and, in particular, Listing Rule 3.1 in relation to its continuous disclosure requirements.
Registered office and contact details
The Company advises that its registered office and contact details are as follows:
Address: Level 1 12 Kings Park Road, WEST PERTH WA 6005 Telephone: +61 8 9226 4500 Facsimile: +61 8 9226 4300
==> picture [282 x 106] intentionally omitted <==
Board and company secretary
The Company advises that the current board members are:
-
Mr Ranko Matic (Non Exec. Chairman)
-
Mr Simon MacKinnon (Non Exec. Director)
-
Mr Bill Oliver (Non Exec. Director)
The company secretary is Mr Ranko Matic.
Yours faithfully
==> picture [133 x 50] intentionally omitted <==
Ranko Matic
Non-Executive Chairman
Company Secretary
Level 1, 12 Kings Park Road, West Perth WA 6005 PO Box 44, West Perth WA 6872 Ph: (08) 9226 4500 Fx: (08) 9226 4300 ACN 009 162 949
SCHEDULE 1 – TERMS AND CONDITIONS OF PROPONENT OPTIONS
Terms and conditions of Options
The terms and conditions attaching to the Options are set out below:
-
Each option ( Option ) entitles the holder to subscribe for one fully paid ordinary share in the capital of the Company ( Share ) at an exercise price of 1 cent ( Exercise Price ).
-
The Options are exercisable at any time on or before 5.00pm Western Standard Time on 31 March 2014 ( Expiry Date ). Options may only be exercised in multiples of 1,000. Any Options not exercised by the Expiry Date shall lapse.
-
Options may not be exercised if the effect of such exercise and subsequent allotment of the Shares would be to create a holding of less than a marketable parcel of Shares unless the allottee is already a shareholder of The Company at the time of exercise.
-
Exercise of the Option is effected by completing a notice of exercise of option and delivering it to the registered office of the Company together with payment of 1 cent per Option exercised.
-
The Options are freely transferable.
-
All Shares issued upon exercise of the Options and payment of the Exercise Price will rank equally in all respects with The Company’s then existing Shares. The Company will apply for Official Quotation by ASX of all Shares issued upon exercise of the Options within three days of the issue of the Shares.
-
A certificate will not be issued for the Options and an uncertificated holding statement will be provided.
-
There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new entitlement issues of capital offered to shareholders during the currency of the Options.
-
If the Company undertakes a pro-rata issue (except a bonus issue), the exercise price of an Option may be adjusted in accordance with ASX Listing Rule 6.22.2.
-
In the event of any reconstruction, including a consolidation, subdivision, reduction or return of the issued capital of the Company prior to the Expiry Date, the number of Options which each holder is entitled or the Exercise Price of the Options or both will be reconstructed as appropriate in a manner which is in accordance with the Listing Rules and will not result in any benefits being conferred on Option holders which are not conferred on shareholders, subject to such provision with respect to the rounding of entitlements as may be sanctioned by the meeting of shareholders approving the reconstruction of capital, but in all other respects the terms of exercise of the Options will remain unchanged. The rights of an Option holder may be changed to comply with the Listing rules applying to a reorganisation of capital at the time of the reconstruction.
-
Shares allotted and issued pursuant to the exercise of an Option will be allotted and issued not more than 14 days after the receipt of a proper notice and payment of the exercise price in respect of the Options exercised.
PERDM01_2463578_1