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DART MINING NL Capital/Financing Update 2013

May 6, 2013

64792_rns_2013-05-06_20b090b8-e3cb-4fc5-8fea-a434fdf7b8af.pdf

Capital/Financing Update

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INITIAL RED KITE INSTALMENT 0F $5.3M RECEIVED. CASH AT BANK ~$7.3M. DEEP DRILLING at 1002m

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ASX ANNOUNCEMENT

7 May 2013 ASX Code: DTM

Investment Data Shares on issue 198.54M Unlisted options 14.55M

Shareholders Top 20 Hold 38%

Key Projects / Metals • Unicorn Porphyry Mo-Cu-Ag • Morgan Porphyry Mo-Ag-Au • Mountain View Lode – Au

Mo – Molybdenum Cu – Copper

Au – Gold Ag – Silver

Board & Management Chairman Mr Chris Bain

Managing Director Mr Lindsay Ward

Executive Director Mr Dean Turnbull Manager – Exploration

Non-Executive Directors Mr Stephen Poke Mr Richard Udovenya

Contact Details Dart Mining NL Level 2, 395 Collins Street Melbourne VIC 3000 Australia

Mr Lindsay Ward Phone: +61 (0)3 9621 1299 Email: [email protected] Visit our webpage: www.dartmining.com.au

HIGHLIGHTS

  • $5.3M before costs received - $4.5M (2% royalty payment) & $0.8M equity injection

  • 8.55M ordinary shares issued at 9.36 cents being a 10% premium to 20 day VWAP

  • 4.27M options issued at an exercise price of 11.1 cents with a three year expiry date Cash at bank $6.5M

  • Deep drilling at 1002m

As announced to the ASX on 12 March 2013, RK Mine Finance (Red Kite), has agreed to purchase up to a 3% Net Smelter Royalty (NSR) in the Unicorn Project for cash of $8.5M and to inject new equity of up to $1.5M into Dart Mining NL (ASX:DTM). Red Kite's investment into the Unicorn Project and Dart Mining will be made in two tranches. RK Mine Finance is part of the Red Kite Group, one of the largest metal merchants in the world.

The first tranche of $4.5M for the purchase of a 2% Unicorn Project royalty and an equity subscription of A$0.8M for 8,546,096 new Dart Mining ordinary shares at 9.36 cents per share being a 10% premium to 20 day VWAP has now been received by Dart Mining. Dart Mining also issued 4,273,048 unlisted options with an exercise price of 11.1 cents with a three year expiry.

The second tranche of Red Kite’s investment is subject to Red Kite being satisfied that certain milestones relating to the Unicorn Project (for example, demonstrated progress with the prefeasibility studies, with a particular focus on environmental approvals, tailings and metallurgy) have been satisfied. Dart Mining has commenced the prefeasibility process including a whole of project risk assessment, initial kick-off meeting with government agencies and engagement of various consultants – water / tailings / power / plant engineering / environment / mining. Dart Mining remains on track to finalise the Unicorn prefeasibility study by the 1st Quarter 2014.

Cash at bank is $6.5M which places Dart Mining in a very strong financial position, especially considering the difficult trading environment that the majority of small resource companies are facing.

Initial drill results for the second deep hole (DUNDD0012) at Unicorn will be available for release next week. DUNDD0012 is currently at approximately 1002m, with progress delayed by a break down on the rig. The rig is currently being repaired offsite and is scheduled to recommence drilling by the 13[th] May. At this stage the hole is likely to be completed in late May.

About Dart Mining

Dart Mining NL (ASX:DTM) is a Melbourne-based exploration and development company that has discovered and is seeking to develop a new mineralised porphyry province in north east Victoria. The Dart province hosts molybdenum (Mo), copper (Cu), silver (Ag), zinc (Zn), tin (Sn) and gold (Au) mineralisation in porphyry igneous intrusions. It lies adjacent to the Gilmore suture with numerous intersecting splay faults. NSW is a proven host of world class porphyry mines associated with splay structures off the Gilmore Suture such as North Parkes, Cadia and Ridgeway, as is the Stockman Copper, Zinc, Silver and Gold VMS project, which is at an advanced stage of development in Victoria about 35km south of Dart Mining’s tenements.

The Unicorn Project, which is Dart Mining’s principal project, is a molybdenum (Mo), copper (Cu) and silver (Ag) Climax-style porphyry that has similar geological characteristics to the world class Henderson Climax-style primary Mo porphyry mine in Colorado USA. The Unicorn Project has a number of unique characteristics. It outcrops, has an extensive high grade zone from surface, is about 20km from the National Electricity Market infrastructure (hydro generation, switchyards and transmission lines), has abundant water onsite, road access, an existing logistics chain from mine to market, no known native title, flora or fauna issues and strong Corryong community and government support.

Dart Mining completed a detailed preliminary economic assessment (scoping study) for the Unicorn Project in October 2012. It yielded compelling economic results and warranted the undertaking by Dart Mining of the proposed prefeasibility studies. The Prefeasibility Study for Unicorn is underway with a targeted completion date of Q1 2014.

7 May 2013

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CORPORATIONS ACT 2001 (Cth)

NOTICE UNDER SECTION 708A

Dart Mining NL ACN 119 904 880 ( Company ) today issued 8,546,096 ordinary shares ( Shares ) each credited as fully paid, at an issue price of A$0.0936 (9.36 cents) per Share, pursuant to a private placement.

The Company also issued 4,273,048 unlisted options with an exercise price of $0.111 (11.1 cents) and an expiry of 7 May 2016.

The Company gives this notice under section 708A(5)(e) of the Corporations Act 2001 (Cth)( Corporations Act ).

The Shares were issued without disclosure to investors under Part 6D.2 of the Corporations Act, in reliance on section 708A(5) of the Corporations Act.

The Company, as at the date of this notice, has complied with:

  • (a) the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and

  • (b) Section 674 of the Corporations Act.

There is no excluded information as at the date of this notice for the purposes of sections 708A(7) and 708A(8) of the Corporations Act.

Yours sincerely,

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Andrew Draffin Company Secretary Dart Mining NL

Level 2, 395 Collins Street Melbourne, Victoria, 3000, Australia

TELEPHONE +61 3 9621 1299 FACSIMILE +61 3 9620 0070 EMAIL [email protected] WEB www.dartmining.com.au ACN 119 904 880

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Dart Mining NL

ABN

84 119 904 880

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1
+Class of+securities issued or to
be issued
2
Number of+securities issued or
to be issued (if known) or
maximum number which may
be issued
3
Principal
terms
of
the
+securities
(e.g.
if
options,
exercise price and expiry date; if
partly
paid
+securities,
the
amount outstanding and due
dates
for
payment;
if
+convertible
securities,
the
conversion price and dates for
conversion)
Fully paid ordinary shares
Unlisted options
8,546,096 Fully paid ordinary shares
4,273,048 Unlisted options over ordinary
shares
8,546,096 Fully paid ordinary shares
4,273,048 Unlisted options, exercise price of
$0.111 and an expiry date of 6 May 2016
  • See chapter 19 for defined terms.

Appendix 3B Page 1

04/03/2013

Appendix 3B New issue announcement

4
Do the+securities rank equally
in all respects from the+issue
date with an existing+class of
quoted+securities?
If the additional+securities do
not rank equally, please state:
• the date from which they do
• the extent to which they
participate
for
the
next
dividend, (in the case of a
trust,
distribution)
or
interest payment
• the extent to which they do
not rank equally, other than
in
relation
to
the
next
dividend,
distribution
or
interest payment
5
Issue price or consideration
6
Purpose of the issue
(If issued as consideration for
the acquisition of assets, clearly
identify those assets)
6a
Is the entity an+eligible entity
that
has
obtained
security
holder approval under rule 7.1A?
If Yes, complete sections 6b – 6h
in relation to the+securities the
subject of this Appendix 3B, and
comply with section 6i
6b
The date the security holder
resolution under rule 7.1A was
passed
6c
Number of+securities issued
without security holder approval
under rule 7.1
Yes for fully paid ordinary shares
Options will rank pari passu with existing
fully paid ordinary shares once exercised
$0.0936 for each fully paid ordinary share
To further advance the Company’s Unicorn
Project and part consideration for the 2%
Net Smelter Return Royalty
Yes
2 October 2013
8,546,096 Fully paid ordinary shares
3,841,917 Unlisted options
  • See chapter 19 for defined terms.

Appendix 3B Page 2

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Appendix 3B New issue announcement

6d
Number of+securities issued
with security holder approval
under rule 7.1A
6e
Number of+securities issued
with security holder approval
under rule 7.3, or another
specific security holder approval
(specify date of meeting)
6f
Number of+securities issued
under an exception in rule 7.2
6g
If+securities issued under rule
7.1A, was issue price at least 75%
of 15 day VWAP as calculated
under rule 7.1A.3? Include the
+issue date and both values.
Include the source of the VWAP
calculation.
6h
If+securities were issued under
rule
7.1A
for
non-cash
consideration, state date on
which
valuation
of
consideration was released to
ASX Market Announcements
6i
Calculate the entity’s remaining
issue capacity under rule 7.1 and
rule 7.1A – complete Annexure 1
and release to ASX Market
Announcements
7
+Issue dates
Note: The issue date may be prescribed by
ASX (refer to the definition of issue date in
rule 19.12). For example, the issue date for a
pro rata entitlement issue must comply with
the applicable timetable in Appendix 7A.
Cross reference: item 33 of Appendix 3B.
8
Number
and
+class
of
all
+securities
quoted
on
ASX
(includingthe
+securities in
section 2 if applicable)
431,131 Unlisted Options 431,131 Unlisted Options
Nil
Nil

N/A
N/A
Listing rule 7.1 – Nil
Listing rule 7.1A – 17,862,628
7 May 2103
Number +Class
207,091,315 Fully paid ordinary
securities
  • See chapter 19 for defined terms.

Appendix 3B Page 3

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Appendix 3B New issue announcement

9
Number
and
+class
of
all
+securities not quoted on ASX
(includingthe
+securities in
section 2 if applicable)
10
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
Number +Class
8,350,000
100,000
100,000
3,000,000
3,000,000
4,273,048
Options over
Ordinary Securities,
Ex price $0.15,
expiry 31/12/2013.
Options over
Ordinary Securities.
Ex price $0.18, expiry
20/03/2017.
Options over
Ordinary Securities.
Ex price $0.22, expiry
20/03/2017.
Options over
Ordinary Securities.
Ex price $0.15, expiry
31/12/2015
Options over
Ordinary Securities.
Ex price $0.15, expiry
31/12/2016.
Options over
ordinary securities.
Ex price $0.111, expiry
6 May 2016
No Change

Part 2 - Pro rata issue

  • See chapter 19 for defined terms.

Appendix 3B Page 4

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Appendix 3B New issue announcement

11
Is
security
holder
approval
required?
12
Is the issue renounceable or non-
renounceable?
13
Ratio in which the+securities
will be offered
14
+Class of+securities to which the
offer relates
15
+Record
date
to
determine
entitlements
16
Will
holdings
on
different
registers (or subregisters) be
aggregated
for
calculating
entitlements?
17
Policy for deciding entitlements
in relation to fractions
18
Names of countries in which the
entity has security holders who
will not be sent new offer
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
19
Closing
date
for
receipt
of
acceptances or renunciations
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 5

04/03/2013

Appendix 3B New issue announcement

20
Names of any underwriters
21
Amount of any underwriting fee
or commission
22
Names of any brokers to the
issue
23
Fee or commission payable to the
broker to the issue
24
Amount of any handling fee
payable to brokers who lodge
acceptances or renunciations on
behalf of security holders
25
If the issue is contingent on
security holders’ approval, the
date of the meeting
26
Date entitlement and acceptance
form and offer documents will be
sent to persons entitled
27
If the entity has issued options,
and the terms entitle option
holders
to
participate
on
exercise, the date on which
notices will be sent to option
holders
28
Date rights trading will begin (if
applicable)
29
Date rights trading will end (if
applicable)
30
How do security holders sell
their entitlementsin fullthrough
a broker?
31
How do security holders sellpart
of their entitlements through a
broker
and
accept
for
the
balance?
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 6

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Appendix 3B New issue announcement

  • 32 How do security holders dispose of their entitlements (except by sale through a broker)?

N/A

  • 33 +Issue date

N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

  • 34 Type of[+] securities (tick one)

  • (a) +Securities described in Part 1

  • (b) All other[+] securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

  • 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

  • 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

  • 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

  • 37 A copy of any trust deed for the additional[+] securities

  • See chapter 19 for defined terms.

Appendix 3B Page 7

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Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38
Number of+securities for which
+quotation is sought
39
+Class of+securities for which
quotation is sought
40
Do the+securities rank equally in
all respects from the+issue date
with an existing+class of quoted
+securities?
If the additional+securities do not
rank equally, please state:
• the date from which they do
• the extent to which they
participate
for
the
next
dividend, (in the case of a
trust, distribution) or interest
payment
• the extent to which they do
not rank equally, other than in
relation to the next dividend,
distribution
or
interest
payment
41
Reason for request for quotation
now
Example: In the case of restricted securities, end
of restriction period
(if issued upon conversion of
another+security, clearly identify
that other+security)
42
Number
and
+class
of
all
+securities
quoted
on
ASX
(includingthe+securities in clause
38)
Number +Class
  • See chapter 19 for defined terms.

Appendix 3B Page 8

04/03/2013

Appendix 3B New issue announcement

Quotation agreement

  • 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

  • 2 We warrant the following to ASX.

  • The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

  • There is no reason why those[+] securities should not be granted +quotation.

  • An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

  • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

  • If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

  • 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

  • 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

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Sign here: ............................................................ Date: 7 May 2013 Company secretary

Print name: Andrew Draffin

  • See chapter 19 for defined terms.

Appendix 3B Page 9

04/03/2013

Appendix 3B New issue announcement

== == == == ==

  • See chapter 19 for defined terms.

Appendix 3B Page 10

04/03/2013

Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

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----- Start of picture text -----

Insert number of fully paid [+] ordinary 182,937,593
securities on issue 12 months before the
+issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary securities
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid [+] ordinary securities
issued in that 12 month period with
shareholder approval
• Number of partly paid [+] ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
Subtract the number of fully paid [+] ordinary
securities cancelled during that 12 month
period
“A” 182,937,593
----- End of picture text -----

  • See chapter 19 for defined terms.

Appendix 3B Page 11

04/03/2013

Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

“B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 27,440,639

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

Insert number of[+] equity securities issued 27,440,639 or agreed to be issued in that 12 month period not counting those issued:

  • Under an exception in rule 7.2

  • Under rule 7.1A

  • With security holder approval under rule 7.1 or rule 7.4

Note:

  • This applies to equity securities, unless specifically excluded – not just ordinary securities

  • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

  • It may be useful to set out issues of securities on different dates as separate line items

  • “C” 27,440,639

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

“A” x 0.15 27,440,639 Note: number must be same as shown in Step 2 Subtract “C” 27,440,639 Note: number must be same as shown in Step 3 Total [“A” x 0.15] – “C” 0 [Note: this is the remaining placement capacity under rule 7.1]

  • See chapter 19 for defined terms.

Appendix 3B Page 12

04/03/2013

Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” 182,937,593 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 18,293,759

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

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----- Start of picture text -----

Insert number of [+] equity securities issued 431,131 Unlisted Options
or agreed to be issued in that 12 month
period under rule 7.1A
Notes:
• This applies to equity securities – not
just ordinary securities
• Include here – if applicable – the
securities the subject of the Appendix
3B to which this form is annexed
• Do not include equity securities issued
under rule 7.1 (they must be dealt with
in Part 1), or for which specific security
holder approval has been obtained
• It may be useful to set out issues of
securities on different dates as separate
line items
“E” 431,131
----- End of picture text -----

  • See chapter 19 for defined terms.

Appendix 3B Page 13

04/03/2013

Appendix 3B New issue announcement

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining
placement capacity under rule 7.1A
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining
placement capacity under rule 7.1A
“A” x 0.10
Note: number must be same as shown in
Step 2
18,293,759
Subtract“E”
Note: number must be same as shown in
Step 3
431,131
Total[“A” x 0.10] – “E” 17,862,628
Note: this is the remaining placement
capacity under rule 7.1A
  • See chapter 19 for defined terms.

Appendix 3B Page 14

04/03/2013