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INOVIQ LTD — Capital/Financing Update 2005
Jul 13, 2005
65112_rns_2005-07-13_81a022dc-c0dd-4346-85e7-36a63c211787.pdf
Capital/Financing Update
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ASX/MEDIA ANNOUNCEMENT
Eurogold Announces Proposed Sale of Gold Assets to Oxus Gold
14 July 2005
ASX & AIM Symbol "EUG"
Eurogold Limited ("Eurogold") is pleased to announce that it has agreed terms for the sale of its gold assets in Romania and Ukraine to Oxus Gold plc ("Oxus"), the UK gold mining group with existing gold production and exploration assets in Central Asia.
Details of the proposed 100% scrip acquisition of the assets by Oxus and an overview of Oxus are set out in the attached announcement to be made by Oxus.
The total value of the transaction will be £17.3 million equal to £0.07 per Eurogold share. Oxus already owns 43,188,100 shares in Eurogold equal to 17.44% of the fully diluted share capital. These shares will be cancelled as part of this transaction. Thus the net purchase consideration after set off will be £14.3 million with 30.6 million new Oxus shares being issued, based on the average closing price of 46.7p of Oxus shares over 6, 7 and 8 July 2005.
Peter Gunzburg, Executive Chairman of Eurogold, said the transaction was a positive milestone for Eurogold's shareholders.
"This transaction gives Eurogold shareholders the opportunity to retain their exposure to attractive Eastern European and Former Soviet Union gold assets while also benefiting from the financial strength and management depth of a larger gold mining house, in Oxus," said Mr Gunzburg,
Following the sale, Eurogold intends to complete an in specie distribution of these Oxus shares to its shareholders. The exact number of shares to be distributed will be determined subsequent to the receipt of tax advice and the structure of the transaction being finalised.
After completion of the transaction, Eurogold will have 204,491,394 shares on issue and intends to consider and evaluate other investment opportunities.
The finalisation of the transaction is conditional on, amongst other things, the satisfactory completion of full due diligence and valuations of the assets, and on the approval of the shareholders of Eurogold.
Eurogold expects that a notice and explanatory memorandum for the Eurogold shareholders meeting will be despatched towards the end of August. This notice will contain an independent expert's opinion on the transaction.
-ENDS-
Further Information:
Peter Gunzburg John McGlue Porter Novelli Executive Chairman Eurogold Limited +61 8 9386 1233 Tel: +61 8 9481 0572 Tel: Mob: +61 (0)412 927 773 Mob: +61 (0)417 926 915
Oxus Gold to acquire operations in Romania and Ukraine
LONDON: 14 July 2005 - Oxus Gold plc ("Oxus"), (OXS.L) the UK gold mining group with interests in Central Asia, is pleased to announce that it has agreed certain principal terms with Eurogold Limited ("Eurogold") to acquire its gold assets in Romania and the Ukraine ("Transaction"). This will substantially increase Oxus's gold mining operations in the former Soviet Bloc countries. Eurogold is an Australian company with its shares traded both in Australia and in the UK on AIM.
The proposed Transaction comprises the acquisition by Oxus of:
- all of the issued capital of Eurogold (Bermuda) Limited, a subsidiary of Eurogold which controls its assets in the Ukraine:
- all of the issued capital of Explorer SA, an exploration subsidiary in Romania which holds largely exploration assets;
- certain assets at fair market value of Transgold SA, a joint venture company in which Eurogold holds a 50% interest. Transgold operates a carbon-in-leach plant (CIL) at Baia Mare in southern Romania for the treatment of gold tailings.
The total value of the Transaction will not exceed £17.34 million, equal to 7p per Eurogold share, with the consideration met by the issue of up to 37.1 million new Oxus shares. Oxus already owns 43.188.100 shares in Eurogold, equal to 17.44% of the fully diluted share capital, which it acquired earlier this year at an average price of 8.4p a share. These shares will be cancelled as part of this transaction. Thus, the net purchase consideration, after set off, will be £14.3m, with 30.6m new Oxus shares being issued, based on the average closing price of 46.7p of Oxus shares over 6, 7 and 8 July 2005.
On a fully diluted basis Eurogold has 247,679,494 shares outstanding, which have traded on AIM between 5.0p and 9.25p over the last year. The transaction will result in Eurogold holding approximately 10% of Oxus. Eurogold will distribute these shares to its shareholders in specie.
The transaction has been structured as an asset and subsidiary company purchase in order to avoid the transfer of certain contingent liabilities to Oxus. Eurogold has not reported any profits attributable to the Transaction assets.
The Transaction is conditional on a number of conditions precedent which include the satisfactory completion of full due diligence, finalisation of legal documentation, receiving regulatory and governmental approvals, valuations of the assets being acquired, and on the approval of the shareholders of Eurogold.
Oxus expects that when the proposed production from the acquisition is included in the Oxus portfolio, the enlarged company will become a significant gold producer with forecast production in 2006 of circa 200,000 ounces of gold attributable to Oxus, from gold mining operations in four former Soviet Bloc countries, namely Kyrgyzstan, Romania, Ukraine and Uzbekistan.
Bill Trew, CEO of Oxus Gold, said today: "We are very pleased that we have been able to reach agreement with Eurogold to purchase its assets which we believe will provide substantial benefits to our shareholders and is a further significant step in the development of Oxus as a major low-cost gold producer, focussed on the southern region of the former Soviet Bloc.
"These assets complement our existing mining operations; Amantaytau has been in production for eighteen months and Vysokovoltnoye is expected to begin ore production in September 2005. Jerooy is scheduled for production in the second quarter of 2006 as construction is continuing, notwithstanding the current licence dispute with the Kyrgyz authorities, which we expect to resolve successfully in the near future now the new government is in place following the recent elections. The completed Amantaytau Sulphide feasibility study is now undergoing an external review and, subject to a satisfactory outcome, we anticipate starting development early in 2006.
In Romania, Transgold has been in operation for a number of years, and presents substantial opportunities for Oxus to expand its hardrock production, using Oxus' complementary skills in construction and operation. In the Ukraine, we will be looking to advance the Saulyak project into early production thanks to the excellent work from Eurogold in increasing the resources to 1.2 million ounces of gold."
Contacts:
Bill Trew, CEO Oxus Gold Keith Irons, Bankside
020 7907 2000 020 7367 8873/ 07885 356 639
Background notes on both companies
Eurogold Limited
Eurogold is an Australian corporation with gold mining and processing operations in Romania and the Ukraine.
In Romania, Eurogold has a 50% interest in Transgold, a local company which owns and operates a 2.5 million tonnes a year carbon-in-leach (CIL) plant. This plant was constructed in 1998 at a capital cost of US\$28 million to reprocess the tailings from a state owned gold mine operated by Remin, Eurogold's partner in Transgold. It is located in the Carpathian Mountains at Baia Mare in northern Romania.
Transgold has historically derived most of its production from the retreatment of tailings, where in excess of 138,000 ounces of gold and 700,000 ounces of silver has been produced. More recently, with the successful delineation of the North-West Corridor licence area, the company has changed its emphasis to the development of its hardrock portfolio. Exploration by Transgold suggests a significant trendline incorporating its three deposits of June 11, Sophia and Hanau.
The Hanau deposit, is currently being mined using open-pit methods and the ore is trucked some 20 kms to the company's CIL plant at Baia Mare.
In the Ukraine, Eurogold has a 99.9% interest in the Saulyak gold project located only 60 kms from the Baia Mare CIL plant. A rail line runs close to the Saulyak deposit and connects to Baia Mare and provides the opportunity to transport the ore to the CIL plant for treatment.
The Saulyak deposit has an estimated resource of 2.14 million tonnes at 8.4 g/t, containing approximately 578,000 ounces of gold under the Russian C1 and C2 classification. In addition 2.53 million tonnes at 8 g/t, being 650,000 ounces has been identified from the 2004 drilling programme, and classified as "Inferred" under the JORC resource classification system. This increases the combined total resource potential to 1.2 million ounces of gold.
Eurogold believes that the 2005 exploration programme will continue to expand this deposit. Over 9 km of underground development work was completed by the former owners which is expected to reduce the capital costs to bring the mine into production.
About the Carpathian Mountains
The Carpathian Mountains are one of the richest mineral provinces in Europe, stretching through Eastern Europe from Poland to Bulgaria via Slovakia, Ukraine, Hungary, Romania and Serbia.
The region hosts several substantial mines producing gold, silver, copper and other base metals. The largest gold occurrences identified to date are the 14 million ounce Rosia Montana and the 3.5 million ounce Certej deposits, both situated to the south west of Baia Mare.
Historically gold has been mined in the Carpathians since before the days of the Roman Empire, however more recently mining has been firmly focussed on the extraction of deep, vein-hosted base metal mineralisation and hence gold exploration has been a low-priority activity.
Oxus Gold
The Oxus Group was established in 1996 and quoted on the Alternative Investment Market (AIM) in London in 2001. Oxus is the joint owner (50/50) with the government of Uzbekistan of the Amantaytau Goldfields ("AGF") mine which Oxus constructed and commissioned in January 2004 on time and within budget. Commercial production commenced in February 2004 and AGF has produced more than 230,000 ozs of gold since.
Oxus plans to open five new mines in the next five years. The Company will commence mine development this month at Vysokovoltnoye with first gold and silver ore stacked to the heap leach pad by September. Within the Oxus licence areas there are 26 known deposits and, as yet, only three have been fully explored. The potential of the Vysokovoltnove area is believed to be significant with the ore zones open at depth.
The company is also completing an external review of the feasibility study for the Amantaytau sulphide mining project which has a current resource of 2.7 million ounces at a 6g/t gold cutoff from a total resource of 3.9 million ounces at zero gold cutoff, and is expected to produce in excess of 250,000 ounces annually. Shaft access has been gained and refurbishment of the primary underground level is ongoing to access ore. Mine development and plant adaptation for gold production from sulphide processing is expected to begin early in 2006. A major drilling programme will commence in August 2005 to target deeper known extensions of the deposits with the objective of increasing these resources.
Oxus has also commenced construction at the Jerooy gold deposit in Kyrgyzstan and the mine is expected to start production in the second quarter of 2006 at an annual rate of 180,000 ounces a year. Oxus has already spent \$23 million at Jerooy and recently raised \$55 million to complete construction. The company has been negotiating with the government of the Republic of Kyrgyzstan for the re-instatement of the Jerooy licence, which was purportedly annulled in August 2004.
Jerooy is the largest unexploited gold deposit in the Kyrgyz Republic with a reserve of 9.88 million tonnes of ore at a grade of 7.5 g/t gold that equates to 2.38 million ounces of gold. Oxus Gold plc holds 66.7% of Talas Gold Mining Company (TGMC), the project operating company, and the balance is held by Kyrgyzaltyn (Kyrgyz State Mining Enterprise). The deposit is located in the Talas Region, some 190km west of the capital city Bishkek.
The deposit is to be mined by both open pit and underground methods and has an initial mine life of 12 years, with an additional four years of potential currently in the inferred category of resources. Additional exploration targets include several known occurrences of gold within the vicinity of Jerooy.
In addition, Oxus holds a 57% interest in the Khandiza polymetallic project in Uzbekistan via its shareholding in Marakand Minerals Limited. Marakand was floated on the Alternative Investment Market (AIM) of the London Stock Exchange in December 2003.