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MEEKA METALS LIMITED — Capital/Financing Update 2012
Apr 19, 2012
65312_rns_2012-04-19_3da2734c-5415-41ef-9465-ffcf1ee57e76.pdf
Capital/Financing Update
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ASX ANNOUNCEMENT, 20 APRIL 2012
IRG TO ACQUIRE BASIN SCALE, HIGH POTENTIAL GOLD-COPPER EXPLORATION PROJECT IN SOUTH-EAST QUEENSLAND
HIGHLIGHTS
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IRG to acquire interests of 88-100% in the Maryborough Basin exploration project in south-east Queensland through an issue of shares with a value of $3.25 million (subject to shareholder approval).
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Whole of basin project with commanding land position (2,478 km[2] ).
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Maturing exploration play in a previously unrecognised metalliferous province, 25 prospects identified.
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Porphyry Cu-Au and epithermal Au-Ag targets.
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Expenditure to date on the project area is $4 million, work completed includes 51 drill holes (core and RC) for a total of 8,653m.
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Established infrastructure and proximity to population centres and coast in the event of mine development.
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Capital raising planned to fund the next phases of exploration in the Maryborough Basin and at Lyndon.
Integrated Resources Group Limited (ASX: IRG, “IRG”, “the Company”) is pleased to announce that today it has entered into a binding conditional Heads of Agreement with MAuB Pty Ltd (“MAuB”) and its shareholders to acquire MAuB and all of MAuB’s interests in the Maryborough Basin goldcopper exploration project in south-east Queensland.
The project area (held under ten exploration permits and two exploration permit applications) encompasses essentially all of the gold-copper prospective land in the Maryborough Basin.
Exploration by privately-held MAuB and its predecessor since 2007 has resulted in the identification of several styles of mineralisation and generated a number of prospects with the potential to host either porphyry copper-gold or epithermal gold-silver deposits.
Integrated Resources Group Limited ABN 23 080 939 135 Level 20, Suite 2003, 109 Pitt Street Sydney NSW 2000 P 02 9962 8053 F 02 9445 1060
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Maryborough Basin Project Background
The Maryborough Basin project was initiated by MAuB’s predecessor in 2007 when its company geologists recognised the potential for the (sedimentary - volcanic) basin to host epithermal and porphyry styles of mineralisation related to sub-volcanic intrusions which occur throughout the basin. With this first mover advantage, a major land position was secured. A wholly owned subsidiary of MAuB currently owns an 88% joint venture interest in ten granted EPMs held in an unincorporated joint venture with ASX-listed Fe Ltd ("FEL") ("Joint Venture Tenements"). The remaining 12% joint venture interest in the Joint Venture Tenements, which is subject to dilution, is owned by FEL. MAuB also owns a 100% interest in two EPM applications. The Joint Venture Tenements and these EPM applications, cover a total area of 2,478 km[2] .
Subsequent exploration, initially by stream sediment sampling, has identified 25 prospects, four of which have been subject to drilling, with the results confirming the owners’ views on prospectivity. Exploration on the project to date includes 8,653 metres of RC and diamond drilling in 51 drillholes.
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Figure 1: Location Map.
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Key Prospects
Exploration to date has highlighted four main prospects, each of which is planned to be the subject of further exploration over the 12 months following completion of the proposed acquisition.
- Mt Elizabeth A large (2 km x 2 km), structurally complex intrusive system. Soil sampling has generated gold-in-soil anomalism over an area of 2.5 km[2] with multi-element support. Recent core drilling has returned narrow, potentially ore grade (0.3 metres at 1.95% Cu in MRD007) and broad, sub-grade (66 metres at 616 ppm Cu and 30 metres at 767 ppm Cu in MRD006) copper mineralisation in a setting interpreted as proximal to a porphyritic intrusion.
The next stage of exploration is deeper core drilling into the interpreted porphyry position. Up to 12 holes of 250-500 metres length are planned.
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Bald Hills A recently identified epithermal gold-silver prospect. Soil sampling has defined a coherent, 400 metre long gold-in-soil anomaly, supported by rock chips to 1.8 g/t Au. Approvals are being sought for a programme of trenching to aid in the siting and orientation of drillholes for a subsequent RC programme.
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Cherry Creek Prospect defined by previous explorers (RGC, Strike) in the 1990’s. High level epithermal Au-Ag prospect. Previous exploration recorded rock chips up to 8.61 g/t Au, soils to 0.24 ppm Au. Reconnaissance drilling intersected low tenor gold mineralisation. Soil and rock chip sampling and ground magnetics to be followed by RC drilling upon grant of the EPM.
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Mt Scotchy Large volcanic system (7 km x 5 km). RC and core drilling in 2008, 2009 intersected low-sulphidation epithermal mineralisation of the carbonate-base metal variant. These programmes returned multiple intercepts, including:
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65.5m at 1.16 g/t Au, 17.8 g/t Ag (incl 5m at 3.9 g/t Au, 17.2 g/t Ag);
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1.07m at 4.16 g/t Au, 168 g/t Ag, 13.25% Zn;
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0.96m at 3.34 g/t Au, 419 g/t Ag, 3.58% Pb, 0.83% Zn.
The next stage of exploration is core drilling to test a conceptual, deeper porphyry Au-Cu target. Three-five holes of 150-500 metres length are planned.
Further information is included in the transaction presentation released to ASX today.
Acquisition Terms
The consideration for the proposed acquisition is the issue of fully paid ordinary shares in IRG, valued at $3.25 million ("Consideration Shares"). The transaction is to be effected by interconditional share exchanges with each of MAuB’s shareholders ("Vendors"), resulting in IRG acquiring 100% of MAuB’s issued share capital.
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Completion of the proposed acquisition, which is a related party transaction as an IRG director, Mr Richards[1] , is a director and shareholder of MAuB, is subject to the satisfaction (or waiver by the relevant parties) of a number of conditions precedent, including:
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i) Execution of formal documentation.
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ii) Completion of due diligence investigations by IRG and the Vendors respectively to their reasonable satisfaction.
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iii) An independent expert confirming that the proposed acquisition is fair and reasonable to IRG's shareholders.
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iv) Receipt of such IRG shareholder approvals as are required under the ASX Listing Rules and the Corporations Act to complete the proposed acquisition, including the issue of the Consideration Shares to the Vendors, at a general meeting to be called in coming weeks.
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v) Completion of a capital raising for a minimum of $3 million (before costs) at a minimum issue price of 0.5 cents per share and IRG shareholders approving the issue of shares under the capital raising to the extent required under the ASX Listing Rules.
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vi) Other conditions typical in such transactions.
The Vendors include former senior executives of Normandy Mining and the founders of FerrAus Ltd and Gryphon Partners. Collectively, the Vendors will become significant shareholders of IRG on completion of the transaction.
ASX has indicated that it does not consider the transaction, as outlined to ASX, to fall within the scope of ASX Listing Rules 11.1.2 or 11.1.3. As such, the transaction will not require IRG to re-comply with Chapters 1 and 2 of the ASX Listing Rules and seek re-admission to, and quotation of its shares on, ASX.
IRG understands that FEL has “tag-along” rights in relation to its joint venture interest in the Project, under which FEL may require IRG to acquire its residual 12% joint venture interest in the original ten Joint Venture Tenements by way of the issue of additional IRG shares proportionate to the number of Consideration Shares (total value of $3.25 million) applicable to the acquisition of MAuB's 88% joint venture interest in the Joint Venture Tenements. Should FEL exercise these rights, IRG would have a 100% interest in the Project.
Proposed Exploration
IRG will commence exploration of the Maryborough Basin project immediately upon completion, under the management of the project’s continuing exploration manager, Patrick McDowall, a geologist with more than 20 years’ experience, including in gold exploration in multiple environments.
1 Mr Richards, as a related party, has not participated in board discussions on the transaction.
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In addition to evaluation of the more advanced prospects outlined above, work will continue on assessing the other >20 prospects identified in the permit area and on regional stream sediment sampling in the yet-to-be-granted Cherry Creek and Littabella EPM applications once granted. Grant of the Cherry Creek EPM application is understood to be imminent.
An exploration commitment of $1.25-1.50 million for the Maryborough Basin project is envisaged in the first 12 months following completion of the proposed acquisition. Further work will also be undertaken on IRG’s Lyndon project, with an amount of $300,000 budgeted for RAB/RC/core drilling on the Lyndon Bettina and Broken Thumb prospects. Further information on those prospects can be found in IRG’s previous releases to ASX and on the IRG website at www.integratedresources.com.au.
Capital Raising
Contemporaneously with completion of the MAuB transaction and subject to any IRG shareholder approvals required under the ASX Listing Rules, IRG intends to undertake a capital raising of $3-4 million to fund exploration programmes on the Maryborough Basin and Lyndon projects. Existing IRG shareholders as at the relevant record date will be invited to participate in at least part of the capital raising. Further details will be provided at the appropriate time.
Timetable
IRG expects to complete the MAuB transaction in June 2012. An indicative summary timetable, subject to confirmation, is set out below:
| Event | Indicative Date |
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| Announcement | 20 April 2012 |
| Notice of meeting issued | early May 2012 |
| IRG shareholder meeting | early June 2012 |
| Completion of capital raising | mid June 2012 |
| Completion of transaction | mid June 2012 |
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Chairman’s Comment
IRG Chairman Tim Moore commented:
“The Maryborough Basin project is a transforming acquisition for IRG. The project boasts a commanding whole of basin prospective land position. Mineralisation styles discovered to date are consistent with those associated with porphyry Cu-Au and epithermal Au-Ag types targeted. We consider it to offer real potential for the discovery of significant ore deposits. We intend to build on the solid work undertaken on the project over the past two years by MAuB’s private shareholder group and look forward to welcoming them as IRG shareholders.”
Timothy J. Moore Chairman
For further information, please contact:
Tim Moore John Richards Chairman Director Telephone: 02 9962 8053 Telephone: 0414 885 976
Technical information in this report that relates to exploration results in respect of the Maryborough Basin project is compiled by a Competent Person as defined in the 2004 edition of the JORC Code being Mr Patrick McDowall, Exploration Manager of BK Exploration Pty Ltd. Mr McDowall has sufficient experience in mineral exploration relevant to the styles of mineralisation and types of deposits under consideration and consents to the inclusion in the public release of the matters based on the information in the form and context in which it appears.
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