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JATCORP LIMITED — Capital/Financing Update 2011
Apr 14, 2011
65154_rns_2011-04-14_eed8fa45-6da6-4272-9c4d-f55866e7fd3e.pdf
Capital/Financing Update
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15 April 2011
Mr Joel Farina
Senior Adviser, Listings (Sydney)
ASX Limited
Via email: [email protected]
COMPLETION MATTERS AND PROJECT UPDATES
Energy company Jatoil Limited (ASX code JAT) confirms that it has now effected completion of the acquisition of Blackrock Resources Pty Ltd.
As noted in the announcement of 25 March 2011 Jatoil Limited (“Jatoil”) has received acceptances for the maximum subscription funds of $2,000,000 under the Public Offer reflected in its Replacement Prospectus. The Public Offer was conditional on completion of the Blackrock Acquisition. With the Blackrock Acquisition now having completed, the conditions to the Public Offer are now satisfied and Jatoil has issued the securities offered under the Public Offer to successful applicants.
The ASX has provided approval for the reinstatement of Jatoil to official quotation, subject to certain conditions precedent. Some of these conditions require Jatoil to issue public statements on matters raised by the ASX that have been satisfactorily addressed by Jatoil. These are noted below.
1. Atan Bara Project
Blackrock Resources Pty Ltd has interests in the Atan Bara Project located in East Kalimantan, Indonesia which is subject to an exploration IUP covering 200.1ha. The interests in the Atan Bara Project are secured by the Interim Agreement, which is the contractual arrangement between Blackrock Resources Pty Ltd (and one of its subsidiaries) (“Blackrock”) and PT Atan Bara Sejahtera (“ABS”). The Interim Agreement grants rights to conduct exploitation and production activities and acquire/sell coal, that took effect immediately on and from execution of the Agreement on 17 February 2011. A summary of the Interim Agreement is set out in Section 12.2.2 of the Replacement Prospectus. Pursuant to the Interim Agreement, Blackrock and ABS will execute a Coal Offtake Agreement (“COA”) and a Mining Services Agreement (“MSA”), each of which will provide detailed terms of the arrangements between the parties and are yet to be finalised and executed by the parties. Regardless of the status of the contemplated COA and MSA, the Interim Agreement provides the same exclusive rights to explore, produce and market coal as those that will be provided under the COA and MSA. The terms of the Interim Agreement, including the rights granted under it, are binding on the parties and continue until the COA and MSA are executed.
Floor 6, Suite 8, 55 Miller Street, PYRMONT NSW 2009 t +61 2 9571 8300 f +61 2 9571 8200 w www.jatoil.net
2. Revised Statement of Commitments
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For the purposes of addressing the requirements of ASX Listing Rule 1.3.2(b), Jatoil is required to provide an updated statement of commitments schedule based on reallocating commitments away from the Katingan Project owned by PT Coal Soil Brik (“CSB”). The CSB Share Purchase Agreement whereby Blackrock (or its nominee) will acquire 80% of the issued shares in CSB is described in Section 12.2.1 of the Replacement Prospectus and has several outstanding conditions precedent prior to the completion of the transaction (“ CSB Transaction ”). Jatoil has provided this revised statement of commitments below on the basis that:
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a) The maximum subscription funds have been raised under the Public Offer.
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b) The purpose of the Public Offer and use of funds information set out in Section 2.6 of the Replacement Prospectus (in the case of the maximum subscription funds having been raised) remains the current strategy and expectations of Jatoil in terms of the application of available funds. In particular, the exploration work program budgets with a maximum subscription raising under the Public Offer remain as contemplated in Section 2.6 of the Replacement Prospectus.
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c) The CSB Transaction is not expected to proceed to completion until satisfaction of the outstanding conditions precedent to completion, which is anticipated to be in approximately 4 months.
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d) The conditionality of Blackrock's acquisition of the 80% equity of CSB was noted in the Replacement Prospectus. The Directors of Jatoil, having considered the CSB conditions precedent and processes involved to procure conversion of CSB into a PMA company in Indonesia (which will enable Blackrock to directly hold 80% of the issued shares in CSB), are comfortable with the requirements and timeframes contemplated for the conversion process, satisfaction of the outstanding conditions precedent to the CSB Transaction and the work program budgets determined by Jatoil.
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e) The Directors are confident that the conditions precedent to the CSB Transaction will be satisfied and that the CSB Transaction will proceed to completion within the anticipated timeframes. The commitments schedule as reflected in the Replacement Prospectus will continue to apply to the extent that the CSB transaction proceeds as expected.
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f) The revised commitments schedule set out below is solely to address the requirements of ASX Listing Rule 1.3.2, and is an alternative statement of commitments to the commitments schedule already set out in the Replacement Prospectus. The revised commitments schedule is only envisaged if the CSB Transaction fails to proceed to completion as anticipated.
The current status of the CSB Transaction is that:
a) The following two conditions have been satisfied:
- i. The Directors of Blackrock have completed their due diligence investigations as at 14 March 2011
Floor 6, Suite 8, 55 Miller Street, PYRMONT NSW 2009 t +61 2 9571 8300 f +61 2 9571 8200 w www.jatoil.net
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ii. The Directors of Blackrock have approved the transaction contemplated by the CSB Share Purchase Agreement
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b) All other conditions precedent remain outstanding consistent with the Indonesia legal advice in respect of expected time frames for regulatory and other administrative processes.
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c) The precise time frame for completion of the CSB Transaction is difficult to predict precisely but, based on the Indonesian legal advice, the steps required to convert CSB to a PMA (foreign investment) company and close the CSB transaction should take approximately 4 months.
On the basis outlined above, a revised commitments schedule is proposed to satisfy the requirements of ASX Listing Rule 1.3.2(b), without committing any funds to the Katingan Project. Under this budget scenario, the funds are committed solely to the Atan Bara Project to develop the mine to achieve production without the need for Jatoil to pre sell coal at reduced margins to fund ongoing project development expenditure.
| Maximum subscription | |
|---|---|
| ($) | |
| Funds available | |
| Cash reserves (approximate) | 2,440,000 |
| Proceeds from offer and issue of shares to Sheng Run | 3,320,000 |
| Total funds available | 5,760,000 |
| Use of funds | |
| Exploration, development and infrastructure1 | 2,547,500 |
| Acquisition and development of other projects | 600,000 |
| Working Capital in relation to the Company’s existing projects | 700,000 |
| Expenses of Capital Raising | 430,100 |
| Working capital for the Company | 1,482,400 |
| Totals | 5,760,000 |
| Note 1: Atan Bara Breakdown: | |
| Capital Costs (down-payments, exploration and planning, site | |
| mobilisation) | 979,000 |
| Admin, Overhead, Land compensation | 219,500 |
| Exploration and Quality Assays | 36,000 |
| Safety and Environmental | 115,500 |
| Site preparation incl. overburden removal, coal getting, crushing etc | 1,197,500 |
| Project Cash Requirement | 2,547,500 |
Floor 6, Suite 8, 55 Miller Street, PYRMONT NSW 2009 t +61 2 9571 8300 f +61 2 9571 8200 w www.jatoil.net
- Spinifex Rural Management Pty Ltd Transaction Update
Jatoil announced to the market on 8 February 2011 that it had entered into a binding letter of intent in respect of the purchase of four coal exploration permits and permit applications in the Galilee Basin in Queensland. The deal is conditional on the successful acquisition of Blackrock, satisfactory due diligence investigations and any required regulatory and shareholder approvals.
The current status as at 11 April 2011 is that the due diligence investigations have commenced and that JAT will keep the market informed with any material development.
- Compliance with Listing Rule 3.1
The Company confirms that it is in compliance with ASX Listing Rules in particular LR 3.1.
About Jatoil
Jatoil is an energy company with a core business of producing environmentally friendly, second generation biofuel from jatropha curcas plantations in Central Java, Indonesia. Jatoil has advanced plans to expand its energy resources into coal by acquiring interests in mining projects in Indonesia’s Kalimantan coal region and coal tenements in the Galilee Basin in Queensland.
Floor 6, Suite 8, 55 Miller Street, PYRMONT NSW 2009 t +61 2 9571 8300 f +61 2 9571 8200 w www.jatoil.net