AI assistant
LCL RESOURCES LIMITED — M&A Activity 2019
May 26, 2019
65217_rns_2019-05-26_84731420-5ac6-46b8-af60-0562602384d7.pdf
M&A Activity
Open in viewerOpens in your device viewer
Merger Presentation Creating a Leading Colombian Cu-Au Explorer
May 2019
1
Important Information
NATUREOFTHISDOCUMENT
This presentation has been prepared by Metminco Limited (ACN 119 759 349) (Metminco or the Company). The information is based on publicly available information, internally developed data and other sources and is current as at May 2019. By receiving this presentation, you acknowledge and represent to the Company that you have read, understood and accepted the terms of this disclaimer. It is the responsibility of all recipients of this presentation to obtain all necessary approvals to receive this presentation and receipt of this presentation will be taken by the Company to constitute a representation andwarranty that all relevant approvals have been obtained.
This presentation is for information purposes only and does not purport to be all inclusive or to contain all information about the Company or any of the assets, current or future, of the Company which a shareholder or potential investor may require in order to determine whether to deal in shares. This presentation does not comprise a prospectus, product disclosure statement or other offering document under Australian law (and will not be lodged with ASIC) or any other law. This presentation also does not constitute or form part of any invitation, offer for sale or subscription or any solicitation for any offer to buy or subscribe for any securities in any jurisdiction nor shall they or any part of them form the basis of or be relied upon in connection therewith or act as any inducement to enter into any contract or commitment with respect to securities.
NOT INVESTMENTADVICE
This presentation is not investment or financial product advice (nor tax, accounting or legal advice) and its contents are not intended to be used for the basis of making an investment decision. This presentation does not take into account the individual investment objectives, financial situation and particular needs of each investor or shareholder. You may wish to seek independent financial and taxation advice before making any decision in respect of this presentation. Neither Metminco nor any of its related bodies corporate is licensed to provide financial product advice in respect of Metminco’s securities or any other financial products.
This presentation should not be relied upon as the sole representation of any matter that a potential investor should consider in evaluating Metminco. Its affiliates or any of its directors, agents, officers or employees do not make any representation or warranty, express or implied, as to or endorsement of, the accuracy or completeness of any information, statements, representations or forecasts contained in this presentation, and they do not accept any liability for any statement made in, or omitted from, this presentation. Prospective investors should make their own independent evaluation of an investment in the Company.
FORWARDLOOKINGSTATEMENTS
This document contains forward looking statements concerning Metminco. Forward-looking statements are not statements of historical fact and actual events and results may differ materially from those described in the forward-looking statements as a result of a variety of risks, uncertainties and other factors. Forward-looking statements are inherently subject to business, economic, competitive, political and social uncertainties and contingencies. Many factors could cause the Company’s actual results to differ materially from those expressed or implied in any forward-looking information provided by the Company, or on behalf of the Company. Such factors include, among other things, risks relating to additional funding requirements, metal prices, exploration, development and operating risks, competition, production risks, regulatory restrictions, including environmental regulation and liability and potential title disputes. Forward looking statements in this document are based on Metminco’s beliefs, opinions and estimates of Metminco as of the dates the forward looking statements are made, and no obligation is assumed to update forward looking statements if these beliefs, opinions and estimates should change or to reflect other future developments.
Although management believes that the assumptions made by the Company and the expectations represented by such information are reasonable, there can be no assurance that the forward-looking information will prove to be accurate. Forward-looking information involves known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any anticipated future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others, the actual market price of gold, the actual results of future exploration, changes in project parameters as plans continue to be evaluated, as well as those factors disclosed in the Company's publicly filed documents. Readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws. No representation, warranty or undertaking, express or implied, is given or made by the Company that the occurrence of the events expressed or implied in any forward-looking statements in this presentation will actually occur.
2
Important Information (cont.)
DISCLAIMER
To the maximum extent permitted by law, the Company does not make any representation or give any warranty or undertaking, express or implied, as to the accuracy, fairness, sufficiency, reliability, adequacy or completeness of the material contained in this presentation, including any forward-looking statement. No representation, warranty or undertaking, express or implied, is made or given by the Company that the material contained in this presentation will be achieved or prove to be correct. Except for statutory liability which cannot be excluded, each of the Company, its directors, officers, employees, advisers and agents expressly disclaims any responsibility for the accuracy, fairness, sufficiency, reliability, adequacy or completeness of the material contained in this presentation, or any opinions or beliefs contained in this presentation, and excludes all liability whatsoever (including in negligence) for any loss or damage which may be suffered by any person as a consequence of any information in this presentation or any error or omission there from. To the maximum extent permitted by the law, the Company disclaims any obligation to update or keep current the information contained in this presentation or to correct any inaccuracy or omission which may become apparent, or to furnish any person with any further information. Any opinions expressed in the presentation are subject to change without notice.
COMPETENTPERSONSSTATEMENTS– QUINCHIAGOLDPROJECT
The technical information contained in this presentation in relation to the JORC Code (2012) compliant Ore Reserves and JORC compliant Mineral Resources for the Miraflores Gold Project is reported in the Announcement Reserves Release Update dated 27 November 2017.
The technical information contained in this presentation that relates to exploration results (excluding those pertaining to Mineral Resources and Reserves) is based on information compiled by Mr Gavin Daneel, who is a Member of the Australasian Institute of Mining and Metallurgy and who is an independent Consulting Geologist. Mr Daneel has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration, and to the activity which he is undertaking, to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’ and to qualify as a Competent Person for the purposes of the AIM Rules for Companies. Mr Daneel consents to the inclusion in the release of the matters based on the information compiled by him in the form and context in which it appears.
The Company is not aware of any new information or data that materially affects the information included in this presentation. All material assumptions and technical parameters underpinning the estimates in the Announcement continue to apply and have not materially changed.
COMPETENTPERSONSSTATEMENTS– ANDESPORTFOLIO
The technical information related to Andes Resources’ assets contained in this presentation that relates to Exploration Results was first announced by the Company on 13 March 2019 is based on information compiled by Mr Simon Brown, who is a Member of the Australasian Institute of Mining and Metallurgy and who is an employee, a director and shareholder of Andes Resources with a beneficial interest of 10.9%. Mr Brown has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration, and to the activity which he is undertaking, to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Brown has not been formally engaged by Metminco, but consents to the inclusion in the release of the matters based on the information he has compiled in the form and context in which it appears.
The Company is not aware of any new information or data that materially affects the information included in this release.
All prices in this presentation are Australian Dollars (A$) unless stated otherwise.
3
Creation of a Leading Colombian Explorer
Metminco’s Projects
Andes’ Projects
Creation of a strong Colombian focused exploration company with compelling exploration upside
Expanded portfolio concentrated in the premier Quinchia and Andes Gold Districts of the richly endowed Mid-Cauca Gold and Copper-Gold Belt Strong support from Sandfire Resources (15%) and RMB Resources (15%)
-1 Experienced and motivated Board and management with track record of making tier discoveries
Cash of ~$2.3 million upon transaction close to fund high impact exploration
Drilling of the large Chuscal Au-Cu target expected to commence immediately post merger completion
4
Transaction Overview
-
Metminco to acquire 100% of Andes through an off-market takeover bid with an offer of 25 new Metminco shares for 1 Andes share (“Merger”)
-
Concurrent with the Merger:
-
Transaction Structure • Capital raising of $2.3 million at a pre-consolidation basis price of $0.002 per share, cornerstoned by Sandfire Resources
- Removal of debt burden on MNC through restructuring of the RMB deferred acquisition payments, including $2m debt swapped for equity and realigning future payments to project milestones out to 2025
-
Bonus Offer of listed options to be undertaken after close of the Merger on the basis of 1 option for every 5 Metminco shares held
| Transaction Structure | • • |
Concurrent with the Merger: • Capital raising of $2.3 million at a pre-consolidation basis price of $0.002 per share, cornerstoned by Sandfire Resources • Removal of debt burden on MNC through restructuring of the RMB deferred acquisition payments, including $2m debt swapped for equity and realigning future payments to project milestones out to 2025 Bonus Offer of listed options to be undertaken after close of the Merger on the basis of 1 option for every 5 Metminco shares held |
|---|---|---|
| • | Andes’ current Managing Director, Mr Jason Stirbinskis will be offered Managing Director role of Metminco, and Andes Non- | |
| Board Composition | Executive Director Mr Ross Ashton will be invited to the Board as a Non-Executive Director | |
| • | Mr Kevin Wilson will remain Chairman of Metminco | |
| Board | • | Andes’ Board of Directors have unanimously recommended that Andes shareholders accept the Offer, in the absence of a |
| Recommendation | Superior Proposal | |
| • | Andes’ shareholders, including Board and management, holding in aggregate approximately 62% of Andes shares, have indicated | |
| Strong Shareholder | that they intend to accept the Offer in the absence of a Superior Proposal | |
| Support | • | Support from Andes’ cornerstone shareholders has been received from Sandfire Resources Limited (19.4% interest), Bullet |
| Holding Corporation (16.2%) and Andes’ directors (collectively 21.5% interest) |
5
Benefits of the Merger
Benefits for Metminco Shareholders
Benefits for Andes Shareholders
-
Gain exposure to Andes’ substantial tenement position in Colombia, diversifying Metminco’s asset base
-
Provides exposure to Metminco’s high quality and more advanced Quinchia Gold Project and Chuscal Joint Venture
-
Introduction of Sandfire Resources as a cornerstone shareholder, with 15% interest, and enjoy input from Sandfire’s technical team
-
Conversion of $2m debt into equity by RMB Australia Holdings Limited, and linking future deferred acquisition payments to project milestones out to 2025
-
Andes shareholders will have meaningful ownership in the combined entity
-
Exposure to near-term high impact exploration with drilling anticipated on the outstanding Chuscal target in Q3 2019
-
Provides Andes shareholders with ASX listed shares
-
Increased market relevance and improved access to investors and funding going forward
-
Resolves Andes’ current funding uncertainty, and improves ability to raise additional capital when needed in the future
-
Leverages Andes’ experienced team
-
Benefit from leverage to Metminco’s senior executive team with a demonstrated track record of making tier-1 discoveries
-
Opportunity to recapitalise , refresh , and re-launch the Company
Transaction unanimously recommended by the Andes Board
6
Corporate Overview
Pro forma Capital Structure
Merged Entity Shareholdings
| Pro forma Capital Structure | Merged Entity Shareholdings | |
|---|---|---|
| Merged Entity Pro-forma | Sandfire Resources, 15.0% Bullet Holding Corporation, 9.8% RMB, 15.0% Directors, 3.7% Other, 56.5% |
|
| Shares on issue | 166.5 million | |
| Listed options2 | 34.5 million | |
| Unlisted options3 | 10.0 million (incl. perf. rights) | |
| Share Price1 | $0.08 | |
| Market Capitalisation | $13.3 million | |
| Cash4 | $2.3 million | |
| Deferred ProjectPayments5 | $3.5 million | |
| Enterprise Value | $14.5 million |
The above capital structure represents the expected structure upon completion of the merger, associated capital raising, and consolidation in Metminco securities, and assumes all resolutions pertaining to the takeover, capital raising and consolidation are approvedby Metminco shareholders and that Sandfire are allocated Metminco shares in accordance with Sandfire’s subscriptionintention statement
1 Capital raising price of $0.002after application of the proposed1 for 40 consolidation.
2 Includes 13.6 million MNCOA exercise $0.44 June 2020; and 20.9 million proposed new options exercisable at $0.16 in 2 years. Does not include Bonus Options, proposed to be issued around 30 Sep 2019. Refer ASX Announcement dated 17 May 2019 for further details of this Bonus Offer.
3 Exercise prices ranging from $0.24 to $0.96 per option or performance right.
4 Expected available cash upon close of the merger and capital raisings.
5 Deferred acquisition payments to RBM AustraliaHoldings.Refer ASX Announcement dated 17 May 2019.
7
Board and Senior Management
| Kevin Wilson Non-Executive Chairman |
Kevin Wilson has over 30 years' experience in the minerals and finance industries, including as Managing Director of Leviathan Resources, a successful Victorian gold mining company prior to its takeover in 2006. Kevin was previously Managing Director of Rey Resources, an Australian energy exploration company. Kevin has prior experience as a geologist with the Anglo American Group in Africa and North America and as a stockbroking analyst and investment banker with CS First Boston and Merrill Lynch in Australia and USA. |
|---|---|
| Jason Stirbinskis Managing Director |
Originally a Geologist, Jason Stirbinskis is a Corporate Executive with 12+ years’ experience leading both private and public companies in the mining and mining services space. He is experienced across a number of commodities including gold, zinc, lead, copper, and nickel and has managed projects ranging from greenfield to DFS/Development in West Africa, Scandinavia, Australia and Central Asia. Jason is well networked across international and Australian capital markets and skilled in leading multidisciplinary, international teams. |
| Ross Ashton Non-Executive Director |
Ross Ashton has over 45 years’ experience as a geologist specialising in mineral exploration and development internationally. Ross was founding Managing Director of Red Back Mining Limited a company subsequently acquired by Kinross Gold Corporation for US$7.2 billion in 2010. He was also a director of TSX/ASX listed PMI Gold Ltd and ASX listed Brockman Resources Ltd. Both companies were involved in corporate transactions following the discovery of significant mineral resources. |
| Sandfire Nominee Non-Executive |
So long as Sandfire Resources has a 15% interest in Metminco, Sandfire will be entitled to appoint a nominee to the Board as a non-executive director. At this time, Sandfire has not nominated any person to be appointed. |
| Nick Winer Explorationconsultant |
Nick Winer is a geologist with over 30 years’ experience in gold, base metals in South America. During a professional career spanning over 30 years across multiple continents, Nick has experience across a range of managerial and technical positions in mineral exploration and project development. He has held positions in senior exploration management with major mining companies as well as with the junior sector. This includes four years as VP Exploration with Anglo Gold Ashanti Colombia where he led the exploration team that discovered the Nuevo Chaquiro copper-gold porphyry deposit in the midCauca belt,Colombiain addition to previous experience in the Quinchia district. |
8
==> picture [48 x 538] intentionally omitted <==
Why Colombia
==> picture [17 x 16] intentionally omitted <==
Colombia is home to a number of giant ore bodies:
-
La Colosa (30 Moz Au)-AngloGold Ashanti
-
Nuevo Chaquiro (30 Moz Aueq) – AngloGoldAshanti
-
Titiribi (12.2 Moz Au) – Brazil Resources
-
Marmato (12.4 Moz Au) – Gran Colombia
==> picture [17 x 16] intentionally omitted <==
Within the last 7 years alone, more than 100 Moz of gold resource have been defined from porphyry-style deposits
==> picture [17 x 17] intentionally omitted <==
Several recent discoveries of greater than 10 Moz in size
==> picture [17 x 16] intentionally omitted <==
Colombia remains significantly under -explored by modern techniques, providing strong opportunities for Metminco
==> picture [17 x 16] intentionally omitted <==
Geologically unique having a triple-plate junction where 3 tectonic plates coalesce- one of the most geologically diverse and prospective countries in Latin America and possibly the world
==> picture [118 x 19] intentionally omitted <==
==> picture [335 x 540] intentionally omitted <==
----- Start of picture text -----
9
----- End of picture text -----
Metminco and Andes Project Overview
Andes Project (100% owned)
-
90% interest in 80,000+ Ha of tenements, including 3 granted titles
-
Approximately 40 Moz Au (65 Moz Aueq) has been discovered within 30 km of Andes concessions
-
Located near Medellin and only 70km from Metminco’s Quinchia Gold Project
Medellin
-
Only ~10% of Andes cohesive portfolio has been systematically explored
-
Exploration to date has already delivered 12 vein type gold/silver targets and multiple gold/copper porphyry targets
Quinchia Gold Project (100% owned)
-
10,452 Ha portfolio consisting of granted titles, including the Miraflores ML and applications
-
877,000 oz Resource at Miraflores Project and a 457,000 oz Reserve
-
40,000m has been drilled at the Quinchia Project
-
Undrilled Chuscal porphyry/ epithermal - earning 51% in JV with AngloGold Ashanti
-
Exploration also identified Tesorito, Dosquebrados and Santa Sophia gold targets
Please see slide 26 for a breakdown of Metminco’s resources and reserves
10
Prime Real Estate – Multi Moz Neighbours
==> picture [818 x 442] intentionally omitted <==
----- Start of picture text -----
Both portfolios lie within an inferred flat slab
having highest density of known deposits and
hosting most of Colombia’s major discoveries:
Titiribi (12.2Moz Au)
Marmato (12.4Moz Au)
Murindo
Buritica (12Moz Au) Segovia
Buritica 40
Gramolote o
Nuevo Chaquiro/Quebradona(30Moz Aueq)
Titiribi
Quinchia (1 Moz Au) El Roble
Quebradona
El Roble (VMS) QuinchiaMarmato 20
La Colosa (50Moz Aueq) o
La Colosa
50o
Figure: Earthquake Hypocentres & Benioff Zone Contours
Approximate dips of Benioff zone indicated by sector. Majority of large
Au-(Cu) deposits occur in relatively aseismic zones, characterized by a Gold and Copper Deposits
Map Datum: UTM - WGS84 Zone 18 North gold copper-(gold)
----- End of picture text -----
Figure: Earthquake Hypocentres & Benioff Zone Contours
Approximate dips of Benioff zone indicated by sector. Majority of large Au-(Cu) deposits occur in relatively aseismic zones, characterized by a volcanic gap and underlain by ‘flat’ slabs
11
A Deep Pipeline of Projects
Resource Established Project Generation Drill Ready Drill Testing Definition/ Feasibility Target Studies
GIBRALTAR
SANTA RITA
Numerous areas of interest within SAN AGUSTIN the Quinchia project area for follow up SANTA ISABEL ~90% of the 800km[2] Andes SANTA INES portfolio is yet to be mapped LAS FLORES or systematically sampled
SAN AGUSTIN
SANTA ISABEL
SANTA SOFIA
LAS LOMAS
SAN PABLO
Potential for vein hosted Au/Ag at elevation and underlying gold porphyry
CHUSCAL
Significant gold in soil and rockchip geochemical anomalies over underground workings
El COLUMPIO
26.79m wide zone grading 1.58 gpt Au and 83.17 gpt Ag from 52.4m including 7.27m grading 3.32 gpt Au and 247.57 gpt Ag from 72.07m)
MIRAFLORES
Reserve Estimate: 4.32Mt P & P Reserve @ 3.3g/t Au (457koz Au)
TESORITO
TS-DH-02 384m @ 1.01g/t Au from 16m TS-DH-07: 64m @ 1.67g/t Au from 144m in 253m @1.01g/t Au from 3m
DOSQUEBRADAS
57.8Mt Inferred @ 0.5g/t Au and 0.6g/t Ag (920koz Au)
TAPARTO
= Considered for advancement in the 2019/20 workplan
12
Value Creation from Expanded Portfolio
Parallel phases of exploration work within a prioritised project pipeline:
-
Drill test high priority targets – Chuscal, San Pablo, Tesorito
-
Progressing surface work at mature targets – Santa Rita, San Agustin
-
Advance early targets – Santa Sophia, Gibraltar, Santa Ines
-
Regional target generation programs – streams, soils, LIDAR, mapping
Q2 2019
Q3 2019
Q4 2019
2020
-
Complete merger
-
Community consultation
-
Granting of Chuscal licence
-
Chuscal drilling preparation
-
Regional work – San Pablo and Central Andes
-
Complete & submit Miraflores EIA
-
Drilling at Chuscal
-
San Pablo drilling preparation
-
Regional work Central Andes, Santa Ines
-
Chuscal Drill results and review
-
Regional work
-
Andes Portfolio LIDAR program
-
Intended awarding of Miraflores environmental licence
-
Drilling programs (targets determined by 2019 successes) - Chuscal, Tesorito, El Columpio, San Pablo, San Sofia,
-
Revisit Miraflores DFS
The above timeline is providedfor indicative purposesonly and reflects the current intentions of the Company. The Companyreserves the right to amend the above timetable as it sees fit.
13
Chuscal Project
Recent JV with AngolGold Ashanti. Metminco earning 51% from AngloGold Ashanti through US$2.5M investment over 3 years
Proximity to 877,000 ounce Miraflores deposit (less than 2km distance) magnifies potential upside of any discovery at Chuscal
Chuscal features a large, undrilled surface gold geochemical anomaly (soil and rockchip)
Channel sampling from a small scale underground mine indicated continuous, highly encouraging grades beneath the target zone
Drilling planned for immediately following completion of the merger
As first announced by the Company on 6 December 2018 and 21 January 2019. The Company confirms that it is not aware of any new information that affects the information contained in the announcement.
14
Chuscal – Drill Target
==> picture [423 x 316] intentionally omitted <==
----- Start of picture text -----
176Ha
----- End of picture text -----
-
Extensive undrilled surface geochemical anomaly averaging 1.76gpt
-
High grade epithermal overprint - possibility of high grade zones
-
Grades up to 54gpt Au -central zone averaging 2.66gpt Au (uncut) Underground channel samples averaged 8gpt (20gpt top cut)
15
San Pablo
Gold / Silver Vein Target
35 Artisanal adits, 9 mapped major veins some traced for 700 vertical meters and 1km strike
Cross cutting veins provide the potential for bulking out of zones
Adit channel samples (blue call out boxes) and wide zones of worked veins suggest potential to host material gold mineralisation
Porphyry Target
Porphyritic textured intrusive outcrop in valley. Stockwork grading 3.3gpt
Alteration halo (yellow and purple in map) consistent with porphyry source, as is vertical zonation in exposed mountain side hosting La Cubana vein
- Area anomalous in Porphyry signature elements Mo, Bi and As
As first announced by the Company on 13 March 2019. The Company confirms that it is not aware of any new information that affects the information contained in the announcement.
16
Tesorito – Drill Target
Tesorito is a porphyry system, located only 500m away from the proposed plant site at Miraflores
Prior assay results point to Tesorito being a significant near surface porphyry gold target
Drilling by Metminco in 2018 intersected the highest grade to date 64m @ 1.67g/t Au from 144m, within253.1m @ 1.01 g/t Au from 2.9m
Next Steps
Design drilling program to scope the known high grade mineralisation at surface; and investigate potential repetitions of the high-grade zone within the intrusive porphyry complex Consider drilling a deep drill hole to test the depth extension of the high-grade gold zone into what is thought to be higher grade base metals at depth
As first announced by the Company on 30 August 2018. The Company confirms that it is not aware of any new information that affects the information contained in the announcement.
17
Early Stage Vein Targets – Andes Portfolio
Summary of Gold, Silver and Au / Ag anomalies over soil grid gold and LIDAR base map
Au Ag Low Ag / Au
El Columpio, San Esteban, Santa Rita and La Alianza area probably represents the Au-Ag-As-base metal bearing intermediate-sulphidation epithermal veins that typically occur from 500m to 5km from a causal intrusive (porphyry).
NOTE: Targets based on rock geochem only therefore the prospectivity of areas that have not been sampled such as large portions in the North and NE have not had targets identified at this stage. The possibility of additional vein and porphyry targets in these areas is high.
As first announced by the Company on 13 March 2019. The Company confirms that it is not aware of any new information that affects the information contained in the announcement.
18
Early Stage Porphyry Targets –Andes Portfolio
Summary of Mo, Bi and As anomalies over soil grid gold and LIDAR base map
==> picture [83 x 141] intentionally omitted <==
----- Start of picture text -----
Mo
Bi
As
High As
Target Area
(high Mo and Bi)
----- End of picture text -----
Taparto and San Pablo show potential to occur in the middle to upper portions of porphyry systems characterised by Cu-Mo and Bi. La Rochela, San Agustin and possible Santa Helena prospects indicate potential to lie within the upper parts of porphyry systems as inferred from anomalous Mo, Bi, Au & Ag but lacking Cu.
Gibraltar is not well expressed in samples with the exception of elevated Cu/Zn, however porphyry crops out and assayed 20m @ 1.1g/t Au.
As first announced by the Company on 13 March 2019. The Company confirms that it is not aware of any new information that affects the information contained in the announcement
19
Investment Highlights
Creates a strong, emerging exploration company with excellent exploration upside
Benefit from the enhanced financial strength to optimise funding of the combined projects, including an increased level of liquidity and exposure to a global and expanding investor base
Experienced and motivated Board and management with the capability and demonstrated track record of making tier-1 discoveries
Delivers an immediate growth story and diversifies investment risk
Work program to commence immediately upon Merger closing, including much anticipated drilling at the Chuscal Project
20
Annexures
MetmincoLimited Kevin Wilson Managing Director +61 409 942 355 [email protected]
Andes Resources Limited Jason Stirbinskis Managing Director +61 407 417 944 [email protected]
21
Indicative Timetable
| Step | Date |
|---|---|
| Lodgement Date Notice of meeting dispatched to Metminco Shareholders Metminco lodges Bidder’s Statement with ASIC and serves it to Andes and ASX Andes lodges Target Statement with ASIC and serves it to Metminco and ASX Andes agrees to earlier dispatch date Dispatch of bidder’s statement to Andes security holders and dispatch of target’s statement to Metminco, Andes' security holders, ASIC and ASX Register Date – Date set by Metminco pursuant to section 633(3) of the Corporations Act LodgePriority Offer Prospectuswith ASIC |
12 June 2019 |
| Metminco Shareholder Approval | 12 July2019 |
| Takeover Offer to close unless extended (and for compulsory acquisition notices to be sent to non-accepting Andes’ security holders) | 15 July 2019 |
| Complete Metminco Priority Offer and Placement Completionof TakeoverOffer |
19 July 2019 |
| Complete compulsory acquisition | 15 August 2019 |
| Commence Consolidation | 16 August 2019 |
| Record Date for Bonus Options | 30 September 2019 |
22
Key Risks
The proposed merger is subject to a number of risks, which include but are not limited to the below. Further information on risks relating to the Company will be disclosed in the Company’s notice of meeting, which it intends to send within the coming weeks:
Transaction, completion and due diligence risks
Funding, counterparty and re-financing risks Environmental risks
Jurisdictional, regulatory and access risks Social licence to operate Exploration risks
23
Resources and Reserves
Miraflores Mineral Resource Estimate, as at 14 March 2017 (100% basis)
| Resource Classification | Tonnes (‘000) | Au (gpt) | Ag (gpt) | Contained Metal (Koz | Contained Metal (Koz |
|---|---|---|---|---|---|
| Au) | Ag) | ||||
| Measured | 2,958 | 2.98 | 2.49 | 283 | 237 |
| Indicated | 6,311 | 2.74 | 2.90 | 557 | 588 |
| Measured & Indicated | 9,269 | 2.82 | 2.77 | 840 | 826 |
| Inferred | 487 | 2.36 | 3.64 | 37 | 57 |
First publicly released on 14 March 2017. No material change has occurred after that date that may affect the JORC Code (2012 Edition) Mineral Resource estimation.
Miraflores Mineral Reserve Estimate, as at 27 November 2017 (100% basis)
| Reserve Classification | Tonnes (Mt) | Au (gpt) | Ag (gpt) | Contained Metal (Koz | Contained Metal (Koz |
|---|---|---|---|---|---|
| Au) | Ag) | ||||
| Proved | 1.70 | 2.75 | 2.20 | 150 | 120 |
| Probable | 2.62 | 3.64 | 3.13 | 307 | 264 |
| Total | 4.32 | 3.29 | 2.77 | 457 | 385 |
First publicly released on 27 November 2017. No material change has occurred after that date that may affect the JORC Code (2012 Edition) Mineral Reserve estimation.
24