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JAMESON RESOURCES LIMITED — Capital/Financing Update 2014
Dec 15, 2014
65152_rns_2014-12-15_d35db688-bd7f-4a88-b172-a709894ee3e9.pdf
Capital/Financing Update
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16 DECEMBER 2014
| Fast Facts | ASX: JAL | ASX: JAL |
|---|---|---|
| Share Price Range (6mths) | $0.08 | - $0.18 |
| Shares on issue | 203,965,619 | |
| Options ($0.16 - $0.20) | 16,300,000 | |
| Market Capitalisation | ~$16M | |
| Major Shareholders | ||
| (as at December 15, 2014) | ||
| Macquarie Metals & Energy | 9.8% | |
| Robert J Devereux | 5.4% |
Directors & Management
David Fawcett (Chairman) Art Palm (Executive Director & CEO) Jeff Bennett (Non Executive Director) Steve van Barneveld (Non Exec Director)
Dunlevy Project Update and Deferral of Issuance of Exchangeable Shares
Highlights
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The original 3 Dunlevy project vendors have agreed to a 6-month delay in the due date for the next tranche of compensation.
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Therefore the 3 million exchangeable shares due to be issued December 22, 2014 are now deferred to June 22, 2015.
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This deferral will allow the Company to evaluate its future plans for the Dunlevy project.
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The 2 granted tenures are due for renewal in January. Jameson intends to pursue the renewal.
Key Projects
Crown Mountain Coking Coal Project Elk Valley Coal Field, Canada Dunlevy Metallurgical Coal Project Peace River Coal Field, Canada
Investment Highlights
As previously announced, the British Columbia Ministry of Energy and Mines (MEM) recently cancelled 5 applications filed by Jameson for the Dunlevy project area, leaving the Company with the 2 approved licenses as the only tenured holding.
Those 2 licenses, which Jameson believe represent the most promising of the areas of interest, are due for renewal in January.
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Positioned in world class metallurgical coalfields
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Significant development expertise on board with successful track record
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Modern rail and port facilities
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Strong financial position
Newsflow / Catalysts
Crown EA work groups Q1 2015e Crown PFS enhancements Q1 2015e Crown contractor strategy Q1 2015e Crown blending strategy Overview Q1 2015e
Contact Details
Australia
Suite 1, Ground Floor, 83 Havelock Street West Perth, WA 6005 Overview P +61 (8) 9200 4473 F +61 (8) 9200 4463 E [email protected] .au
The contract (“Acquisition Agreement”) governing the December 2011 acquisition of Dunlevy by Jameson provides staged compensation to the original Dunlevy shareholders (David Fawcett, Kevin James, and Ken Murfitt). That compensation includes 4 tranches of 1 million shares (“Exchangeable Shares”) to each vendor, with the first payable on closing of the 2011 transaction, and then 3 subsequent tranches spaced 18 months apart. The 3[rd] tranche is due December 22, 2014.
Messrs. Fawcett, James, and Murfitt have individually agreed to defer the due date by 6 months, to June 22, 2015, to allow the Company the time it needs to complete an evaluation of the Dunlevy project.
Jameson’s evaluation of Dunlevy has no effect on the status of the Crown Mountain coking coal project, which continues to be advanced after the Company received a favorable Prefeasibility Study earlier this year.
Canada
S8, 1199 West Hastings, Vancouver P +1 (604) 629-8605
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www.jamesonresources.com.au
Discussion
When acquired by Jameson in December 2011, the Dunlevy project consisted of 7 coal license applications totalling 28,018 hectares.
In late 2013 the Company was notified by MEM that 2 licenses would be approved, comprising 2,534 hectares, and the remaining 5 applications would be cancelled due to a decision to create a Coal Land Reserve in the area. A Coal Land Reserve is an area wherein coal mining is prohibited, and in the Dunlevy case was formed for the purpose of protecting high elevation winter range for Caribou. Jameson immediately revised the boundaries of the 5 cancelled applications and resubmitted them in January 2014 to MEM. Even though the total area of those 5 applications was reduced to 5,709 hectares, the government recently elected to expand the Coal Land Reserve to overlap the applications, which as a result, have again been cancelled.
The Dunlevy tenure (418441 and 418442) now comprises approximately 2,534 hectares. Jameson conducted a maiden exploration program of the area in July/August of this year, the results of which (previously announced) showed multiple continuous coal seams of relatively high projected saleable product yield.
Jameson is conducting an in-house evaluation of the Dunlevy project and the options available to the Company.
Jameson believes the existing 2 approved licenses comprise a prospect worth holding, and as such, will soon apply to the BC government for renewal. The Company further believes the cancelled applications hold significant potential and is evaluating possible courses of action available to the Company. This may include, but is not limited to, appealing the decision to create a Coal Land Reserve, potential litigation, or simply accepting the decision.
An additional factor to consider in the Dunlevy decision is the evolving market for metallurgical coal. In 2011 when Jameson acquired the Dunlevy property, there were 4 operating coal mines in Northeast British Columbia (NEBC). Today there is 1 operating mine (3 idle) and it will be idled by year-end. NEBC coal quality is not as competitive, on balance, as that of some other regions, such as Southeast British Columbia (SEBC), where Jameson’s flagship Crown Mountain coking coal project is located. In SEBC, Teck has managed to not only keep its 5 mines operating, but has increased overall output.
As the Company commenced its Dunlevy evaluation, Jameson approached the original 3 Dunlevy shareholders (“Dunlevy Shareholders”) to request an extension of the due date for tranche 3 of the exchangeable share consideration (each Dunlevy Shareholder receives 1 million shares in 4 tranches over a 4 ½ year period, with tranche 3 due December 22, 2014). Jameson made this request because it does not believe it is fair to existing shareholders to issue an additional 3 million shares while the status of Dunlevy is under review due to the extreme actions taken by MEM. The Dunlevy
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Shareholders have unanimously agreed to defer the tranche 3 due date by 6 months, to June 22, 2015, for which the Company is most appreciative.
The Acquisition Agreement contains a Termination Clause that can be triggered by Jameson at any time. If triggered, all future consideration (including exchangeable shares) is terminated and Jameson must offer to return the Dunlevy property to the Dunlevy Shareholders, who then have 6 months to accept or decline.
During the next several months the Company will complete its evaluation of the Dunlevy project and arrive at a decision before June 22, 2015. That decision will be either to keep the project and issue the exchangeable shares, or trigger the Termination Clause, in which case the exchangeable shares would not be issued and Dunlevy would be offered back to the Dunlevy Shareholders.
The major factors Jameson will consider include the following:
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The stand-alone potential of the 2 approved licenses, and the result of the January renewal process.
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The potential for reversing, in part or in whole, the cancellation of the 5 applications through negotiation and/or appeal/litigation.
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Future prospects for the NEBC coal market to return to profitability.
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Available means (ie: sale, JV, etc) to extract value from Dunlevy versus the status quo.
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The logistics, cost, and prospects for success of initiating a damages claim against the province.
Jameson has always seen Dunlevy as a meaningful prospect in the NEBC metallurgical coal market. That view has not changed, but the many factors discussed in this announcement have dictated we re-examine the project in light of the Company’s objective of maximizing shareholder value.
Regardless of the decision made, Jameson sees no basis for conducting any additional exploration on Dunlevy at this time due to the state of the coal market. The Company has an outstanding project in Crown Mountain that is being fast-tracked through the Environmental Assessment process, and all resources are being focused on that effort.
On Behalf of the Board of Directors,
Art Palm Chief Executive Officer
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About Jameson Resources Limited
Jameson Resources Limited (ASX:JAL) is a junior resources company focused on the acquisition, exploration and development of strategic coal projects in western Canada. The Company has a 90% interest in the Crown Mountain coal project, and a 100% interest in the Peace River coal projects located in British Columbia. Jameson’s tenement portfolio in British Columbia is positioned in coalfields responsible for the majority of Canada’s metallurgical coal exports and are all close to railways connecting to export facilities.
To learn more, please contact the Company at +61 89200 4473, or visit: www.jamesonresources.com.au
Forward Looking Statements
This announcement contains “forward-looking statements”. Such forward-looking statements include, without limitation: estimates of future earnings, the sensitivity of earnings to commodity prices and foreign exchange rate movements; estimates of future production and sales; estimates of future cash flows, the sensitivity of cash flows to commodity prices and foreign exchange rate movements; statements regarding future debt repayments; estimates of future capital expenditures; estimates of resources and statements regarding future exploration results; and where the Company expresses or implies an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, forward looking statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by such forward-looking statements. Such risks include, but are not limited to commodity price volatility, currency fluctuations, increased production costs and variances in resource or reserve rates from those assumed in the company’s plans, as well as political and operational risks in the countries and states in which we operate or sell product to, and governmental regulation and judicial outcomes. For a more detailed discussion of such risks and other factors, see the Company’s Annual Reports, as well as the Company’s other filings. The Company does not undertake any obligation to release publicly any revisions to any “forward looking statement” to reflect events or circumstances after the date of this release, or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws.
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