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DOTZ NANO LIMITED Capital/Financing Update 2011

Nov 29, 2011

64794_rns_2011-11-29_26061fb1-12a7-4cae-b70b-18e17d9accde.pdf

Capital/Financing Update

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NORTHERN IRON LIMITED

ABN 71 125 264 575

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Level 3, 3 Ord St, West Perth West Perth WA 6005

T: (08) 9321 9334 F: (08) 9321 9335 [email protected] www.northerniron.com.au

30 November 2011

PLACEMENT AND STRATEGIC REVIEW

NOT TO BE RELEASED OR DISTRIBUTED IN THE UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAWS

Northern Iron Limited (“Northern Iron” or the “Company”) announces that it has completed an offer of approximately 31.25 million new ordinary shares to sophisticated and professional investors at a price of $0.64 per share raising approximately $20 million (“Institutional Offer”).

Macquarie Capital (Australia) Limited and Euroz Securities Limited acted as Joint Lead Managers and Bookrunners to the Institutional Offer.

Northern Iron will also conduct a Share Purchase Plan (“SPP”) of up to A$15,000 per shareholder at the same price as the Institutional Offer, capped at A$5 million.

Northern Iron’s Board of Directors have also decided to undertake a review of the Company’s strategic options with a view to maximising value for all shareholders (“Strategic Review”). The Strategic Review will consider corporate and operational strategies and include a review of ownership options available to the Company so as to determine whether a proposal for Northern Iron is available at a price, and on terms, that are in the best interest of all Northern Iron shareholders. The Strategic Review is expected to take some months to complete. The Company has appointed Goldman Sachs to advise the Company on the Strategic Review.

The Company’s two largest shareholders, Tschudi Mining Company and OM Holdings Limited (holding approximately 26.5% and 15.6% of the Company’s shares, respectively, prior to the Institutional Offer) are fully supportive of the Strategic Review. Neither Tschudi Mining Company nor OM Holdings Limited participated in the Institutional Offer.

Use of Funds

The Institutional Offer and SPP could raise gross proceeds of up to A$25 million. These funds, in addition to the additional tranche of US$9.0 million made available by DnB Bank under the Company’s pre-existing 6 year term debt facility and improved operating cash flow from the recent recovery in iron ore prices (which are up ~US$20/t to US$136/dmt CIF China from the lows of US$116/dmt CIF China) will be used for working capital purposes. It is expected that these funds will enable the Company to maintain an ongoing cash balance of approximately ~US$35 million during the period of production ramp up in 2012 and the Strategic Review.

Consistent with the 21 November 2011 ASX announcement, Northern Iron is expected to maintain recently achieved operational performance levels and the funds raised will further de-risk the Company. Northern Iron expects the additional working capital to allow management to focus on delivering nameplate capacity, grade, and reduced unit costs at the Sydvaranger Project. The Company remains confident that its full year production guidance of between 1.45 – 1.55 Mtpa of dry concentrate remains achievable, ramping up to 2.5 Mtpa in 2012. Cost reduction initiatives to achieve an operating cash cost between US$ 65 – 75 / dmt[1] in Q4 of 2011 are also being implemented and the Company is continuously seeking opportunities to maximise operating efficiencies.

  1. Excludes inventory and capitalised waste charges

Strategic Review

The Company cautions that there is no assurance that the Strategic Review will result in any specific transaction. If it does not, the Company’s Board of Directors believes that Northern Iron has a strong basis to continue to develop as a stand alone company and is well positioned to deliver value to shareholders. The Company does not intend to disclose further developments regarding the Strategic Review until after the Board of Directors has completed its review or unless there is a development which it judges should be disclosed immediately.

Northern Iron’s Chairman, Mr David Griffiths said with respect to the Strategic Review:

“The Board believes that Northern Iron has a unique project with significant strategic value. It is the duty of the Board to consider legitimate opportunities for the Company which may be in the best interests of all shareholders. The Strategic Review will allow the Board to assess any opportunities in a considered manner, with minimal disruption to Northern Iron’s usual business activities”

The Company will continue to operate its business as usual during the Strategic Review including working with OM Holdings under the terms of its pre-existing marketing agreement.

More detailed information on Northern Iron and the Sydvaranger Iron Ore Project can be found on our website – www.northerniron.com.au.

For and on behalf of the Board.

John Sanderson Chief Executive Officer

NOT TO BE RELEASED OR DISTRIBUTED IN THE UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAWS

This announcement and its accompanying documents do not constitute an offer of securities for sale in the United States, or in any other place in which, or to any person to whom, it would not be lawful to make such an offer. This document may not be distributed or released in the United States. The new shares have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, within the United States.

Disclaimer

This announcement contains certain forward-looking statements. The words 'anticipate', 'believe', 'expect', 'project', 'forecast', 'estimate', 'likely', 'intend', 'should', 'could', 'may', 'target', 'plan' and other similar expressions are intended to identify forward-looking statements. Indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors, many of which are beyond the control of Northern Iron, and its officers, employees, agents and associates, that may cause actual results to differ materially from those expressed or implied in such statements. Actual results, performance or outcomes may differ materially from any projections and forwardlooking statements and the assumptions on which they are based. You should not place undue reliance on forward-looking statements and neither Northern Iron nor any of its directors, employees, servants, advisers or agents assume any obligation to update such information.

This document has been prepared by Northern Iron. No party other than Northern Iron has authorised or caused the issue of this document, or takes responsibility for, or makes any statements, representations or undertakings in this document. Each of Euroz and Macquarie and each of their related bodies corporate, directors, employees, servants or agents ( Affiliates ) make no representation or warranty, expressed or implied, as to the accuracy or completeness of this document. Except for any liability which cannot be excluded by law, each of Euroz and Macquarie and their Affiliates expressly disclaim and accept no responsibility or liability (including liability for negligence) for the contents of this document.

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