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CENTAURUS METALS LIMITED — AGM Information 2009
Nov 22, 2009
64715_rns_2009-11-22_b5313cea-a3ec-44c6-8f1e-d118a8e40af1.pdf
AGM Information
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Annual General Meeting Monday 23 November 2009
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DISCLAIMER AND IMPORTANT NOTICE
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This presentation does not constitute investment advice. Neither this presentation nor the information contained in it constitutes an offer, invitation, solicitation or recommendation in relation to the purchase or sale of shares in any jurisdiction.
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This presentation does not take into account any person's particular investment objectives, financial resources or other relevant circumstances and the opinions and recommendations in this presentation are not intended to represent recommendations of particular investments to particular persons. All securities transactions involve risks, which include (among others) the risk of adverse or unanticipated market, financial or political developments.
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To the fullest extent permitted by law, the Company does not make any representation or warranty, express or implied, as to the accuracy or completeness of any information, statements, opinions, estimates, forecasts or other representations contained in this presentation. No responsibility for any errors or omissions from this presentation arising out of negligence or otherwise is accepted.
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This presentation may include forward looking statements. Forward looking statements are only predictions and are subject to risks, uncertainties and assumptions which are outside the control of Glengarry. These risks, uncertainties and assumptions include commodity prices, currency fluctuations, economic and financial market conditions in various countries and regions, environmental risks and legislative, fiscal or regulatory developments, political risks, project delay or advancement, approvals and cost estimates. Actual values, results or events may be materially different to those expressed or implied in this presentation. Given these uncertainties, readers are cautioned not to place reliance on forward looking statements. Any forward looking statements in this presentation speak only at the date of issue of this presentation. Subject to any continuing obligations under applicable law and the ASX Listing Rules, Glengarry does not undertake any obligation to update or revise any information or any of the forward looking statements in this presentation or any changes in events, conditions or circumstances on which any such forward looking statement is based.
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References to targets of Iron Ore tonnage and grades are only conceptual in nature and where these targets are mentioned there has been insufficient or unverified exploration data to define a Mineral Resource and it is uncertain if further exploration will result in the determination of a Mineral Resource.
JORC STATEMENT
The information in this presentation that relates to Exploration Results and Mineral Resources of Centaurus’ Itambe and Passabem Iron Ore Projects is based on information compiled by Mr Ian Cullen, who is a Member of AUSIMM. Mr Ian Cullen is a full time employee of Centaurus Resources Limited. Mr Ian Cullen has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Ian Cullen consents to the inclusion in the report of the matters based on his information in the form and context in which it appears”.
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THE CENTAURUS OPPORTUNITY
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Glengarry established a number of key parameters to review new project opportunities
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Established resources
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Capable of production within 24 months
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High grade project so as to produce low operating costs
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Commodity to be gold, iron ore or base metals
A number of Projects have been reviewed over the last 6 months. All initially appeared to meet most of the established criteria.
The Centaurus opportunity was considered as it met the key criteria.
Following consideration by the Independent Directors of the Company it was agreed to merge the Glengarry with Centaurus by Off Market Takeover Bid
CENTAURUS RESOURCES - OVERVIEW
Emerging iron ore producer focused on developing its iron ore strategy in Brazil
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Centaurus is focused on developing projects in/around Brazil’s “Iron Quadrangle”
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Two projects are targeted to commence production over the next 2-3 years
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Itambé Project: Early mining through ‘trial mining’ permits expected by December 2010 followed by ramp up to full scale operation
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Passabem Project: Trial mining targeted H1 2011 at Passabem 1 followed by ramp to full scale operation
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Projects are located in close proximity to well established infrastructure as well as domestic steel producers
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Project development will initially target low capex, low opex operations to generate early cash flow to fund further exploration and development
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Target resource base of 250Mt -500Mt[1] itabirite ore
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Itabirite ore production, with grades ranging between 30-45% Fe[1]
Brazil
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IRON
QUADRANGLE
Refer to next
page for details
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- 1References to targets of Iron Ore tonnage and grades are only conceptual in nature and where these targets are mentioned there has been insufficient or unverified exploration data to define a Mineral Resource and it is uncertain if further exploration will result in the determination of a Mineral Resource.
CENTAURUS OVERVIEW – PROJECT LOCATION
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Brazil
IRON
QUADRANGLE
20ks
20 kms
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CENTAURUS OVERVIEW - ITABIRITE ORE
Itabirite ore produced from Centaurus’ operations have favourable qualities
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Metamorphosed iron formation composed of iron oxides with abundant quartz
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Iron Quadrangle itabirites typically comprise hematite
Itabirite run of mine ore is lower grade when mined…
| Fe % | SiO2% | P% | Al2O3% | Mn% |
|---|---|---|---|---|
| 37.2 | 43.52 | 0.03 | 2.21 | 0.02 |
Grades expected from Itambé-1
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Lower ROM grade than other sources of hematite (averaging 30-50% Fe) but well suited to beneficiation. Itabirite ores are generally friable
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Can be upgraded to 65-68% Fe via simple and inexpensive gravity or magnetic separation
…but may be beneficiated into high grade ore with low contaminants at low cost
| Fe % | SiO2% | P% | Al2O3% | Mn% |
|---|---|---|---|---|
| 67.7 | 3.00 | - | - | - |
- Final product a high quality hematite sinter (predominantly) product with low contaminants
The beneficiation results for impurities are pending
CENTAURUS OVERVIEW – BRAZILIAN STEEL INDUSTRY
Centaurus aims to become a provider of choice to the large and growing Brazilian steel market
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Market Dynamics
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Brazil is Latin America’s largest economy with a rapidly growing population (currently approximately 200 million)
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‘BRIC’ economy – growth of 4 to 5% predicted in 2010; Economy to be fueled by 2014 Soccer World Cup and 2016 Olympic Games
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Brazil produced 33.7Mt of Crude Steel in 2008, and is a top 10 global steel producer
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State of Minas Gerais accounts for 37% of Brazil’s steel production
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Strong domestic demand for iron ore
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High grade products are highly demanded by miners and smelters
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Domestic prices ~US$30-35/t for high-grade sinter product
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Centaurus is well positioned to meet Brazilian demand and to become a niche provider – Developing projects around established infrastructure
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Itambé and Passabem ~70km from largest blast furnace smelter in Minas Gerais
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Mining industry historically dominated by majors and State-owned companies.
CENTAURUS OVERVIEW - ITAMBÉ PROJECT
Itambé is Centaurus’ most advanced iron ore project
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The Itambé Project is comprised of 10 tenements which covers an area of 164km[2]
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Work to date has focussed on the Itambé-1 tenement: Initial JORC Inferred Resource at Itambé1 is estimated at 15.5 Mt @ 37.2% Fe
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A two-stage development strategy is proposed:
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Stage One trial mining to meet production target of 300kt by December 2010;
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Stage Two mining to expand production up to 1Mtpa of product.
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Both mining stages will produce high grade, low contaminant products.
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Stage One will produce mainly two Direct Saleable Ore (DSO) lump products of >63% Fe. Dry Process under trial mining licence
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Ore can be cheaply beneficiated to high-grade sinter feed product
- Predominately a Coarse Sinter Product (-6.35mm to +1mm)
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Stage Two will produce >65% Fe sinter products
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Beneficiation test work indicates that the itabirite mineralisation is amenable to cost effective beneficiation to produce a high grade 68% Fe product (with 61% mass recovery)
CENTAURUS OVERVIEW - ITAMBÉ PROJECT
Recently completed Scoping Study has shown positive results
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The Itambé Scoping Study was based on producing 500ktpa of product, selling ore into the domestic Brazilian steel industry
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The results indicate that the Itambé-1 deposit generates gross margins of approximately A$16 per tonne of ore sold, and pre tax NPV of A$19.6m (pre-tax IRR 37%)
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Preliminary cost estimates are as below:
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Based on these positive results, Centaurus plans to target commencement of production under Stage 1 by December 2010. Stage 1 relates to Trial Mining under a licence that allows mining of 300,000 tonnes under each licence.
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Concurrently, Centaurus plans to commence a full Feasibility Study which will include Stage 2 production, and will focus on an expanded p roduction rate of 1Mt p a of saleable p roduct
Scoping Study Outcomes
Capital Expenditure (includes tax and installation)
Operational Expenditure (delivered)
Stage One Stage Two (~180kt product under each licence) (0.5Mtpa product) US$1.15 million US$11.02 million US$13.38 / tonne of ore produced US$12.91 / tonne of ore produced
CENTAURUS OVERVIEW – PASSABEM IRON ORE PROJECT
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Laterally continuous 5.2km iron formation. Northern tenement recently granted.
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Up dip exposures of up to 150m
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Ore beneficiates to high grade +65% Fe product
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500m of southern zone drilled for JORC resource o f 2 . 6 m t @ 31 . 2% F e • Targeting a total 15-25Mt resource @ 30-33% Fe[1]
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Scoping study to commence with resource drill out over remaining 90% of the iron formation
1References to targets of Iron Ore tonnage and grades are only conceptual in nature and where these targets are mentioned there has been insufficient or unverified exploration data to define a Mineral Resource and it is uncertain if further exploration will result in the determination of a Mineral Resource.
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Initial
Drilling
Area
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CENTAURUS OVERVIEW – PASSABEM IRON ORE PROJECT
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500 metre section at the southern end of the deposit drilled so far representing approximately 10% of the ore body.
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All holes intersected itabirite ore zone with in ground grades around 31% Fe with average width around 15 metres
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Previous beneficiation testwork indicates that the Passabem ore can be upgraded to a +65% Fe product through a low cost, low intensity magnetic separation process.
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Bulk beneficiation testwork to be undertaken as part of scoping study
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Passabem ore highly friable
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CENTAURUS OVERVIEW – PASSABEM IRON ORE PROJECT
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Insert
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CENTAURUS OVERVIEW – PASSABEM IRON ORE PROJECT
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Passabem Iron Ore Project
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CENTAURUS OVERVIEW – OTHER IRON ORE PROJECTS
Other development projects to expand resource base beyond 250Mt
• Ferros Project
- Potential for high grade lump product with immediate trial mining potential. Likely to be the next iron ore project to be developed after Itambé and Passabem
• Rio Pardo Project
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Three granted tenements in rapidly developing northern region of Minas Gerais
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A consortium led by Vale “Consórcio Corporativo Novo Horizonte ” has large tonnage resource, 10km from Centaurus ’ tenements in a similar geological environment
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Guanhaes (Exploration Licence Applications (“ELAs”))
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Large ground package over significant magnetic anomaly adjacent to Vale mineralisation
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Itamarandiba (ELAs)
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Centaurus’ tenement package comprises entire magnetic anomaly
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Serra do Bicho (ELAs)
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Significant magnetic anomaly with old iron workings
CENTAURUS OVERVIEW – OTHER NON FERROUS PROJECTS
Centaurus holds tenements prospective for manganese, gold and copper in Brazil and Australia
• Ponte de Pedra Manganese Project
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Two drill campaigns and an Induced Polarisation survey were completed in 2009, resulting in the identification of anomalies
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Manganese outcrops occurring within Centaurus’ ELAs, as well as in the broader region, have shown larger sized manganese anomalies are present in the area
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7 new tenements recently granted
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Future exploration is being considered
• : Two projects prospective for gold in the Southern Brazil
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IOCG style targets with existing orogenic and intrusion related gold deposits in the area
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Further work planned through to Q1 2010
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Dish Project in Lachlan Fold Belt in NSW
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Prospective for Wyoming-style orogenic gold systems
– Based on work conducted in 2008, Centaurus has lodged an application for a further two year extension of the license
CENTAURUS RESOURCES - MERGER TERMS
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8 new Glengarry shares for every 1 Centaurus share on issue
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Merger Terms � Offer represented $0.416 per share for Centaurus shares (premium of 22% to the 6 Nov closing price) � Offer for options on the same 8:1 basis
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Off-market takeover bid for Centaurus shares and options
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Offer unanimously recommended by the Centaurus Board in the absence of a superior proposal
Structure
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Glengarry shareholders will hold 47% (undiluted) of the merged entity
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Pre-bid agreements secured for 19% of Centaurus shares
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No shop, no talk restrictions
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Mutual break fee of 1% of market capitalisation value
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90% minimum acceptance conditions
Conditions
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No change of control rights, no regulatory actions, no material adverse change, no prescribed occurrences, no material acquisitions, disposals or commitments
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Mr Didier Murcia – Non Executive Chairman (GGY);
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Mr Darren Gordon – Managing Director (GGY);
Board
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Mr Peter Freund – Operations Director (CUR)
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Mr Geoff Clifford – Non Executive Director (GGY);
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Mr Keith McKay – Non Executive Director (GGY); and
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� Mr Richard Hill – Non Executive Director (CUR)
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Mr Darren Gordon – Managing Director (GGY);
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� Mr Peter Freund – Operations Director; (CUR) and
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Management � Mr Mark Papendieck – Commercial General Manager (CUR) � Mr Geoff James – Chief Financial Officer (GGY)
THE MERGED ENTITY BOARD OF DIRECTORS
The Merged company will be headed up by an accomplished and highly experienced team with extensive global iron ore experience. The proposed Board members of the Merged company are as follows:
Didier Murcia Darren Gordon Peter Freund Geoff Clifford Keith McKay Richard Hill Non Executive Managing Operations Non Executive Non Executive Non Executive Chairman Director Director Director Director Director • 25 yrs corporate and • +15 years resource • 40yrs engineering • >30yrs experience in • Geologist with 40yrs • 16 yrs resource resource industry industry experience experience with BHP, senior finance and technical and industry experience experience. with particular MIM, Thiess and administration roles. corporate experience as both a solicitor and Specialises in emphasis on resource Gindalbie. a geologist. strategic, corporate funding and • Extensive iron ore • Previously Chairman and commercial structuring. • Has extensive experience as of Gindalbie Metals • Founding director of advice. experience in South director of Atlas Iron Centaurus Resources
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strategic, corporate funding and • Extensive iron ore • Previously Chairman and commercial structuring. • Has extensive experience as of Gindalbie Metals • Founding director of advice. experience in South director of Atlas Iron Ltd, MD of Gallery Centaurus Resources
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• Extensive iron ore • 9yrs experience as American operations and former roles with Gold Ltd and Battle CFO of Gindalbie as well as Aztec Resources & Mountain (Aust) Inc. • Extensive contact
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experience as Director Metals, which is beneficiated Iron ore Portman base in Asian markets
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of Gindalbie Metals developing Karara experience Project
MERGER WITH CENTAURUS – NEAR TERM PRODUCTION POTENTIAL
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Well Funded Iron Ore Strategy. The proposed merger provides Glengarry shareholders with the opportunity to participate in Centaurus’ strong , well established Brazilian iron ore strategy
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Near Term Production. Pipeline of near-term production and cash flow projects located in the heart of the Brazilian iron ore and domestic steel industry
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Established Local Market. A Feasibility Study is scheduled to commence on Centaurus’ Itambe Iron Ore project (100% interest) based on an initial production rate of 1Mtpa of beneficiated product containing +65% Fe[1] and with sales into the domestic Brazilian steel industry during 2H 2010
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Further Growth Opportunities. The merged company has the potential to become a significant iron ore developer/producer selling high quality iron ore into the Brazilian domestic steel industry on a reliable and consistent basis with a production target of 3-4Mtpa of +65% Fe[1] by 2013
1 References to targets of iron ore tonnage and grades are only conceptual in nature. Where these targets have been mentioned there has been insufficient or unverified exploration data to define a Mineral Resource and it is uncertain if further exploration will result in the determination of a Mineral Resource.
CAPITAL STRUCTURE POST TRANSACTION
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Value
Shares on Issue 603 million
Implied Market Capitalisation [1] $31 million
Debt $0
Cash [2] $8 . 5 million
Enterprise Value $22.5 million
Options [3] 101 million
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1. Based on closing price of Glengarry shares on 6 November of 5.2 cents
2. After merger transaction costs
3. New GGY options offered as consideration to CUR option holders (89,639,392) + existing GGY options (11,504,924) = 101,144,316 total options, at prices ranging from 3.1 cents – 30 cents, and with various expiry dates
INDICATIVE TIMETABLE
Indicative Date Announcement of proposed merger 11 November 2009 Glengarry to Finalise Due Diligence 24 November 2009 Dispatch of Glengarry’s Bidder’s Statement Early/mid December 2009 Dispatch of Centaurus’ Target’s Statement Early/mid December 2009 Offers Open Mid December 2009 Offers Close Mid January 2010
SUMMARY
� The key benefits for Glengarry Shareholders include:
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Near-term production iron ore assets in Brazil with production expected to commence in late 2010
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Strategically located iron ore projects, close to steel mills, infrastructure and availability of labour
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Production target of 3-4Mtpa of +65% Fe product by 2013, to be sold into Brazil’s domestic steel industry
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Longer-term strategy to acquire further projects and become a global iron ore exporter
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The merged company has the potential to become a significant iron ore developer/producer
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Centaurus has a well established team in Brazil and are familiar with the operating environment
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The key benefits for Centaurus shareholders include:
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Access to cash to develop the Brazilian iron ore projects
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Increased share market liquidity and access to capital
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The merged company to be headed up by an accomplished and highly experienced team with extensive global experience in the financing, development and operation of iron ore assets
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For further information please contact
Mr Darren Gordon Managing Director +618 9322 4929