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MACH7 TECHNOLOGIES LIMITED Capital/Financing Update 2013

Mar 7, 2013

65285_rns_2013-03-07_2ddf6f17-9f18-4b0e-9619-01649b0376a3.pdf

Capital/Financing Update

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The Company Announcements Office

ASX Limited Via E Lodgement

8 March 2013

SAFETY MEDICAL –

KISARA WINS RIGHTS TO EXPLORE THE CRISTAIS GOLD PROJECT, BAHIA STATE BRAZIL


Highlights

  • Safety Medical Products Limited (“SFP” or the “Company”) is pleased to announce that through its relationship with Kisara Gold Pty Ltd (“ Kisara ”), has won the rights to explore the Cristais Gold Project (“ Cristais ” or “ Crystals ”), being a highly prospective 45 km long, 3 km wide, largely underexplored greenstone belt in a favourable geological setting.

  • The terms of the agreement between Kisara and CBPM are favourable, access to the property requiring no up-front fees or payments and a minimum exploration expenditure of only A$250,000 within 24 months of signing the agreement.

  • Cristais represents a very low cost opportunity to explore an underexplored greenstone belt within favourable geology in Bahia state.

  • The acquisition of Cristais also further proves the potential for ongoing mining and exploration opportunities within the State of Bahia in Brazil through the ongoing relationship with Kisara.

  • In agreeing to acquire Cristais SFP and Kisara have mutually confirmed their intent to conclude their proposed transaction. This remains subject to execution of a Share Sale Agreement, shareholder approval and re-compliance with Chapters 1 and 2 of the ASX Listing Rules.

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Safety Medical Products Limited Level 24, 44 St Georges Terrace, Perth Australia, 6000

ACN 007 817 192

Phone: (08) 6211 5099 Fax: (08) 9218 8875

Cristais Transaction

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Companhia Baiana de Pesquisa Mineral (“ CBPM ”) has awarded Cristais to Mineração Caiçara Ltda (“ Caiçara ”), a 99% owned subsidiary of Kisara. SFP has agreed to acquire Kisara through terms previously announced to the ASX, though modified as part of final negotiations to complete the Share Sale and Purchase Agreement, as discussed within.

Location

The Cristais property is located approximately 430km west of Salvador in the State of Bahia, 35km northwest of the regional centre of Paramirim. The property is easily accessed by sealed roads to the claim boundaries and then by well-formed dirt tracks.

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Figure 1: Cristais Location

Cristais property covers roughly 9,840 hectares in fifteen mostly contiguous claim blocks all owned by CBPM.

Geology

The property is composed of fifteen mineral exploration claims overlying prospective stratigraphy within the “Cristais” (Crystals) unit, a geological unit within the Archaean aged Boquira complex. This complex occurs as a series of greenstone lenses within high-grade metamorphic rocks of the Paleoproterozoic Paramirim mobile belt located in central São Francisco craton, Bahia.

Rocks within the Cristais unit represent a greenschist-amphibolite facies metamorphosed volcanosedimentary sequence demonstrating considerable hydrothermal alteration, often in the form of tourmaline alteration. The greenstone sequence is elongate, north-south trending and bounded by sheared contacts with high grade metamorphic rocks.

Historical exploration on the belt was undertaken in the early 1980s. Many of the data have been lost although reports compiled by CBPM indicate previous explorers completed a programme of bulldozer and hand trenching, soil sampling and geological mapping as well as completion of

diamond drilling. The drilling in the vicinity of the intensive bulldozer trenching still visible today, reportedly returned anomalous gold values from silicified sheared greenstones.

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CBPM compilation work to date has identified three multi-element base metal soil anomalies in the northern portion of the property.

Figure 2 – Cristais Claims

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Acquisition Terms

Cristais is being acquired from CBPM through:

  • Minimum exploration expenditure of A$250,000 within 2 years from acquisition.

  • A Gross Revenue Royalty of 2.55%.

There is no additional payment to the Kisara vendors by the Company as a result of the acquisition of Cristais. However any JORC compliant Mineral Resource defined at Cristais will contribute to the resource milestones that provide for the conversion of Performance Shares to be issued to Kisara shareholders.

Three Rivers

The Company has allowed the option to acquire the Three Rivers Project to lapse on January 31 2013.

- Kisara Acquisition Update

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The proposed acquisition of Kisara was first announced on 15 June 2012. The acquisition has been delayed dominantly as a result of the acquisition of Itapicuru Norte, which the Company believes will be its flagship project.

Through the negotiation of the Share Sale and Purchase Agreement the Parties have agreed a change to the acquisition, which is to provide the Kisara shareholders with a combination of Ordinary Shares and Performance shares as the acquisition price.

The new Acquisition Terms are seen as below.

Milestone Performance Shares Ordinary Shares
Vendor Equity 120,000,000
Milestone 1- A JORC compliant Inferred Mineral
Resource of 1 million oz at 1.8g/t Au Eq
90,000,000
Milestone 2- A JORC compliant Inferred Mineral
Resource of 1.5 million oz at 1.7g/t Au Eq
90,000,000
Milestone 3- A JORC compliant Inferred Mineral
Resource of 2 million oz at 1.7g/t Au Eq
60,000,000
Total 240,000,000 120,000,000

NB – The Performance Shares noted above entitle the holder to acquire one share for every performance right held and will be subject to approval by the ASX.

Previously all shares were to be issued as Performance Shares, however the Company agreed to issue a quantity of shares upfront in recognition of the potential value of the Itacipuru Norte transaction and in exchange for slightly higher hurdles for Milestone One Performance Shares.

The Board now anticipates final execution of the Share Sale and Purchase Agreement during the course of the next 10 days, and issuing a Notice of Meeting in the first half of April to inform shareholders as to the nature of the transaction.

Immediately following the shareholder approval the Company will be required to re-comply with Chapters 1 and 2 of the ASX Listing Rules and will be placed in trading suspension whilst it recomplies.

If shareholder approval is given at the general meeting, the Company will undergo a capital consolidation to assist re-compliance with Chapters 1 & 2 of the ASX Listing Rules at a ratio to be determined prior to the release of the Notice of Meeting. The Consideration Shares and shares to be issued under the capital raising will also be adjusted by the same ratio.

Proposed Timetable for Recompliance (indicative, subject to change)

Execution of Share Sale Agreement 15 March 2013
Dispatch of Notice of Meeting 15 April 2013
Lodgement of Prospectus with ASIC 30 April 2013
Meeting of Shareholders to Approve Acquisition 17 May 2013
Suspension of Company’s Shares from trading on ASX 17 May 2013
Closure of Prospectus 14 June 2013
Satisfaction of all Requirements of Chapters 1 & 2 21 June 2013
Reinstatement to Trading 21 June 2013

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To re-comply with Chapters 1 and 2 of ASX Listing Rules Safety Medical will prepare and issue a prospectus. Funds raised will be used to conduct exploration on the properties to be acquired, and to cover the ongoing administration costs of the Company.

Indicative Capital Structure (Pre-Reconstruction)

Number of Shares
Current Issued Capital 396,455,466
Ordinary Shares to be issued to Kisara Shareholders 120,000,000
Shares to be issued in capital raising, completed as part of
the recompliance with Chapters 1 & 2 of the ASX Listing
Rules (Assumes capital raising at $0.01 – though shares to
be issued at $0.20)
300,000,000
Total
Shares
on
Issue
following Completion and
recompliance
696,455,466
Potential shares to be issued under the Share Sale
Agreement (subject to satisfaction of Milestones)
240,000,000
Total Issued Shares assuming Milestones satisfied 1,056,455,466

The Company is most likely to reconstruct its capital to comply with Chapters 1 and 2 of the ASX Listing Rules which require a capital raising at $0.20 per share. The above Table is based on a share price of $0.01 immediately prior to the issuance of the requisite Notice of Meeting and consequently a reconstruction ratio of one share for every 20 held. However if the share price is at a higher price prior to the issuance of the Notice of Meeting then the reconstruction ratio will be reduced accordingly.

The capital raising considered in the above Table is $3M. The capital raising number may be adjusted through the prospectus dependent upon the final position of the Company’s tangible assets before the capital raising commence and its expenditure obligations within Brazil.

Competent Persons Statement

The information in this report that relates to mineral resources and exploration results is based on information compiled and reviewed by Dale Brittliffe P.Geo., a Consulting Geologist to Safety Medical Products Limited. Mr Brittliffe is a member in good standing with the Association of Professional Engineers and Geoscientists of British Columbia, Canada (APEGBC) Licence #38269. APEGBC is a “Recognised Overseas Professional Organisation” (ROPO) as recognised by JORC.

Mr. Brittliffe 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 2004 edition of the Australasian Code for Reporting of Exploration results, Mineral Resources and Ore Reserves.” Mr. Brittliffe has given his consent to the inclusion in this report of the matters based on the information in the form and context in which it appears.