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MURRAY COD AUSTRALIA LIMITED — Capital/Financing Update 2012
Aug 30, 2012
65302_rns_2012-08-30_42534d68-ef65-4325-865c-837071dbd3fb.pdf
Capital/Financing Update
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31 August 2012 ASX Announcement
ASX Code:TPR
TIMPETRA RESOURCES LIMITED – ACQUISITION OF GOSSAN HILL GOLD LIMITED
Highlights:
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Potential of significant Gold resources on all of the 3 projects in NSW. The most advanced project (Mt Adrah) has existing JORC resources of 239koz to 120m depth.
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Continuous mineralisation. Mt Adrah has been drilled to 350m depth and is open below this. This intrusion-related gold deposit is related to a jog on the Gilmore Suture and has a strong magnetic anomaly below suggestive of a large intrusion and associated zone of alteration.
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The other projects also present drill-ready targets with attractive potential. In particular, the opportunity to find the potentially high-grade boiling zone in the low-sulphidation epithermal system at Bauloora presents a strong opportunity for Timpetra to unlock value.
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Acquisition to be mainly funded by the issue of approximately 10 million ordinary shares at an issue price of 13 cents per shares and a $100,000 cash. In addition, share or cash based performance payments will be provided, to be triggered upon proving up JORC resources.
Expenditure commitments within Timpetra’s available funds.
The Boar d of Timpet r a Resourc e s Limited ( “TPR” or “ t he Company”) is ple a sed to announce that , after a pe r iod of alm o st two mo n ths of ex a mination a n d negotiation, it has e ntered int o a bindin g heads of a greement in relation t o the acqu i sition of th e issued s h ares of G o ssan Hill G old Limite d (“Shares”) , an unliste d public co m pany (“G o ssan”).
Gossan o w ns, or has the rights t o own, the following t h ree highly prospectiv e gold proj e cts in Ne w South Wa l es – Mou n t Adrah, B auloora a n d Peel Fa u lt, all of w hich are c e ntred on k nown gol d occurrenc e s, some w ith histori c al produc t ion. The p rospects c ontain m o re than 2 0 individua l quality tar g ets to be t e sted.
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- Mt Ad r ah – At M t Adrah, t h ere is a JORC compliant Inferred Re s ource of ~239, 0 00 ounces (6,552,00 0 t at 1.13 g/t Au at a 0.5 g/t cut-off) o f gold in refract o ry mineralisation to 120m in the Hobbs deposi t . Previous test work has in d icated th a t this min e ralisation is am e nable to bacterial le a ching for gold e x traction. T his is now believed to bel o ng to the i n trusion-rel a ted gold deposi t categor y . It lies on the Gilmor e Suture, n orth west o f the old gold mining c e ntre of Adelong. Miner a lisation in the deposi t is open at dep t h below 315m, and there are a numb e r of near- b y prospe c ts yet to be te s ted by d r illing for a dditional miner a lisation of this type.
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Baulo o ra – A larg e , untested low sulphi d ation epith e rmal gold miner a lised syste m near Coota m undra. Drilling and d e tailed geological mappi n g are plan n ed to test t his prospe c t, where s u rface rock chip samples grading up to 3 9g/t gold w ith visible gold have b e en obtain e d. The sy s tem has a n identified s trike length of >2km wi t h vein wid t hs up to 5 m .
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Peel Fault – Eas t of Barrab a in the N e w Englan d district: a recent dis c overy of n e ar-surfac e gold m ineralisation in altere d rocks in a nd adjace n t to the fa u lt zone, pr o spective f o r orogeni c and in t rusion-rela t ed gold mineralisatio n along the fault and c o vered by a n extensive tenemen t holdin g .
Salient terms and conditions
The acqui s ition of th e Shares c o nsists of t he purcha s e by TPR of 100% o f Gossan f o r an initia l consideration of $1,4 4 0,625, to b e paid by T PR as foll o ws:
- (a) $100,000 in cash; and (b) T he balanc e of $1,340, 6 25, comp r ised of 10, 3 12,500 fully paid ordi n ary TPR s h ares at $0.13 per s h are.
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In addition, TPR may pay an additional amount (Deferred Consideration) in relation to the acquisition of the Shares as follows:
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(i) the first instalment of the Deferred Consideration (First Deferred Consideration Amount) will be payable by TPR if either TPR or Gossan receives one or more JORC Reports from a competent person (as defined in the JORC Code) confirming that the amount of JORC mineral resource of gold in respect of Gossan's Mt Adrah project is equal to or greater than 700,000 oz within 3 years of completion of the acquisition of the Shares by TPR (First Performance Hurdle); and
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(ii) the second instalment of the Deferred Consideration (Second Deferred Consideration Amount) will be payable by TPR if either TPR or Gossan receives one or more JORC Reports from a competent person (as defined in the JORC Code) confirming that the amount of JORC mineral resource of gold in respect of all of Gossan's projects is equal to or greater than 1,500,000 oz within 5 years of completion of the acquisition of the Shares by TPR (Second Performance Hurdle).
The First Deferred Consideration Amount and the Second Deferred Consideration Amount (if any) may be paid in cash, or by the issue of up to a total of 19,687,500 ordinary shares in TPR at TPR’s discretion (being 11,995,192 ordinary shares in TPR in relation to the First Deferred Consideration Amount and 7,692,308 ordinary shares in TPR in relation to the Second Deferred Consideration Amount).
Any issue of shares in relation to the Deferred Consideration will be subject to approval by TPR's shareholders, and compliance with the Corporations Act and the ASX Listing Rules.
Any cash amount paid in relation to the First Deferred Consideration Amount or the Second Deferred Consideration Amount will be calculated by multiplying the relevant number of shares set out above by the issue Price, being the market value of the shares calculated by volume weighted average price for TPR's ordinary shares on the ASX for the period of 30 days prior to the First Performance Hurdle or Second Performance Hurdle being achieved (as applicable).
The acquisition of Gossan is subject to conventional terms and conditions including certain standard conditions precedent, which may be waived by TPR in its sole discretion, such as the following:
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i. The results of due diligence in relation to Gossan being satisfactory to TPR; and
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ii. The parties entering into formal agreements in relation to the acquisition of the Shares.
Rationale for the acquisition
The following sets out our rationale for the proposed transaction:
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Potential of significant Gold resources all of its 3 projects in NSW. The most advanced project (Mt Adrah) has existing JORC inferred resources of 239,000oz to 120m depth. Continuous mineralisation has been drilled to 350m depth and is open below this. This intrusion-related gold deposit is related to a jog on the Gilmore Suture and has a strong magnetic anomaly at depth, suggestive of a large intrusion and associated zone of alteration.
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The other projects also present drill-ready targets with attractive potential. In particular, the opportunity to find the potentially high-grade boiling zone in the low-sulphidation epithermal system at Bauloora presents an opportunity for the Company to unlock value.
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There is a growing recognition of NSW as an attractive destination for exploration and development of gold and copper-gold deposits with the state hosting very significant worldclass operations at Cadia Valley (Newcrest), North Parkes (Rio Tinto) and Cowal (Barrick).
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Expenditure commitments (within the Company’s available funds) by which material value can be unlocked in the properties.
Exploration expenditure
The Company plans to implement a cost effective exploration programme over a two-year time frame. A heavy emphasis will be placed on drilling and the first year of exploration will focus on drilling targets identified by previous exploration work, particularly to extend known gold mineralisation.
Geological, geochemical and geophysical work will also be scheduled to identify additional targets for exploration drilling in year two.
The indicative expenditure on the three prospects over two years is within TPR’s current cash resources.
TPR’s Managing Director, Dion Cohen commented:
“The Company has been working for a long time to make a good quality acquisition. It has evaluated over 86 projects since incorporation and has entered into formal negotiations on ten of these projects.
The high geological standards required by the Company and the prudence adopted in respect of the commercial terms have ruled out the majority of potential opportunities available. The Company is pleased to say the Gossan Hill project meets all our stringent criteria, including displaying significant levels of mineralisation, located in a known gold region and indicating a reasonable potential to prove up a significant gold deposit.
Our geological team will start working on an exploration program immediately and expects to commence drilling on the Mt Adrah project the very near future.”
With the Gossan Hill project, an experienced board and management, and substantial cash reserves, the future for the Company is particularly bright.”
Competent Person Statement
The information in this announcement which relates to Exploration Results, Mineral Resources or Ore Reserves is based on information compiled by Dr Tim Hopwood BSc.PhD, who is a Member of the Australian Institute of Geosciences (“AIG”), a Corporate Member of the Australasian Institute of Mining & Metallurgy (“AusIMM”) and independent consultant to Gossan. Dr Hopwood has been an independent consultant for over 40 years of exploration and mining experience in a variety of mineral deposit styles.
Dr Tim Hopwood 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
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Results, Mineral Resources and Ore Reserves”. Dr Tim Hopwood consents to inclusion in the announcement of the matters based on this information in the form and context in which it appears.
Forward Looking Statements
This announcement contains certain forward looking statements which, by nature, contain risk and uncertainty because they relate to future events and depend on circumstances that are due to occur in the future.
There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward looking statements.
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For more information:
Timpetra Resources Limited
Dion Cohen (Managing Director)
+61 2 8298-2008 www.timpetra.com
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