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RENT.COM.AU LIMITED Capital/Financing Update 2011

Dec 18, 2011

65722_rns_2011-12-18_033b304f-ba6b-40a8-97be-d5a4a9afc187.pdf

Capital/Financing Update

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ABN 25 062 063 692

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Manager of Company Announcements ASX Limited Level 6, 20 Bridge Street SYDNEY NSW 2000

Board

Mr Ian Macliver Non‐executive Chairman

Ms Cherie Leeden Non‐executive Director

19 December 2011

SELECT VACCINES SIGNS HEADS OF AGREEMENT TO ACQUIRE OVER 5,000 SQUARE KILOMETERS OF PROSPECTING LICENSES FOR ENERGY MINERALS FOCUSSING ON COAL AND URANIUM IN TANZANIA

Select Vaccines Limited (ASX: SLT) (“ Select ” or “ Company ”) is pleased to advise that it has signed a binding Heads of Agreement (“ HoA ”) with Mauritian based explorer Indigo Metals Limited (“ Indigo ”) to acquire 100% of the issued capital of two wholly owned Mauritian entities and their subsidiaries, which own approximately 5,412 square kilometres of highly prospective and potentially large scale coal and uranium projects (“ Projects ”) located in the United Republic of Tanzania (“ Tanzania ”), East Africa.

Highlights

  • The HoA will entitle Select to acquire 100% of the issued capital of two (2) Mauritian companies Panama Resources Ltd (“Panama”) and Shira Resources Ltd (“Shira”) and their two Tanzanian subsidiaries, IBIS Resources Ltd (IBIS) and WTF Resources Ltd (WTF) which hold thirty two (32) prospecting licenses of which 16 have been granted, and 16 are under application at the date of this announcement.

  • Experienced board with significant African Coal Experience, including Mr Gary Seabrooke and Mr Mark Titchener who were involved with the acquisition and early development of the Riversdale Mining Ltd Coal discoveries in Tete, Mozambique.

  • On completion of the transaction Select will own 100% of the Tanzanian projects with no outside equity interest or Joint Venture requirements in place.

  • Through the acquisition of the entities the company will acquire four (4) Tanzanian projects as follows:

Mr Gary Seabrooke Non‐executive Director

Mr Mark Titchener Non‐executive Director

Company Secretary Mr Phil Warren

Corporate Information Shares on issue 1,132,059,057 Options on issue 420,553,019

Registered Office 945 Wellington Street West Perth WA 6005

T: +61 8 9322 7600 F: +61 8 9322 7602

Postal Address PO Box 1263 West Perth WA 6872

Share Registry Security Transfer Registrars 770 Canning Highway Applecross, WA, 6153

ASX Code SLT

Website

www.selectvaccines.com.au

Project No of EL’s
Granted or Offered
No of EL’s under
application
Km2 of total EL’s
under offer and / or
application
Mhukuru Coal Project 2 142.5
Rukwa Basin Coal Project 13 2,189
Ruhuhu Coal Project 5 307
Selous Coal Project 11 1 2,774
  • All four (4) projects are located in a region that hosts significant other projects, such as:

  • Intra Energy Corporation Limiteds ( ASX: IEC ) joint venture Tancoal Energy Limited (“Tancoal”) , which operates the Ngaka Basin project which is in close proximity to the Ruhuhu basin. Tancoal has ownership over six coal bearing tenements over

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which it has conducted extensive exploration for the last two years and established a JORC compliant resource of 251 million tonnes of thermal coal.

  • Cokal’s ( ASX: CKA ) Manda Project in south west Tanzania which it is currently drilling and will earn 50% in the project by 2011. The Manda Project has multiple outcrops of weathered coal in the Lower Karoo Formation.

  • Edenville Energy PLC ( AIM: EDL ) has a significant holding in the region, including the Rukwa Coalfields, Matiri north and south, and the Lake Nyasa tenements. Edenville has recently announced encouraging results from its resource at the Rukwa Coalfield project, drilling 19 holes which showed evidence of thickening to the north of the basin, with the 19th hole showing "coal‐rich horizons".

Please note that the Company will be suspended from trading for one day from release of the announcement.

Figure 1. General overview map of the Indigo Metals Limited licences (in red) in relation to historically known coal occurrences and four competitor company’s licences.

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  • Tanzania is among the most politically stable, multi‐party democracies of Sub‐Saharan Africa, and is a party to several trading arrangements including the Southern African Development Community (“ SADC ”).

  • Under the HoA the Company will work towards preparing a formal Share Sale Agreement ( “SSA” ) by 31 January 2012. On signing of the SSA the Company will pay Indigo a non refundable deposit of AUD $20,000. The Company will then seek shareholder approval for the transaction. Consideration under the HoA is, $AUD 600,000 (less the deposit paid) which represents a re‐imbursement of current exploration expenditure to date. In addition 1,475,000,000 ordinary shares in Select will be issued on a pre consolidation basis to Indigo or its nominees. The Company will also issue performance shares to Indigo which convert to ordinary shares upon the independent

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delineation of a JORC Inferred Resource across the Projects within five (5) years of the date of the Agreement, being 250 million ordinary shares (on a pre consolidated basis) per 100 million tonnes of coal up to a defined resource of 1 billion tonnes of coal and/or 250 million ordinary shares (on a pre consolidated basis) per 5 million pounds of uranium up to a defined resource of 50 million pounds. The share issue will be pro rated as further JORC inferred resources are confirmed up to the defined resource limits.

  • Performance Shares to be issued under the transaction are subject to ASX approval and the transaction will require listing rule 11.1.2 approval and full recompliance with Chapters 1 and 2 of the listing rules.

  • The current directors of Select own seventy six (76%) of Indigo Metals Limited and are therefore related parties under ASX Listing rule 10.1 and Chapter 2E of the Corporations Act 2001. The company will seek shareholder approval and will commission an independent experts report as part of the shareholder approval process.

  • Tanzania has not been thoroughly historically explored for coal or uranium. The majority of the highly prospective Karoo stratigraphry, that is known to host world class deposits in neighbouring countries, has never been drilled within Tanzania in most places.

Indicative Timetable

Indicative Timetable
Event Date*
Announce Transaction 19 December 2011
Formal Agreement 31 January 2011
Dispatch Shareholder Meeting
Documentation (including Expert’s report)
15 March 2011
Shareholder Meeting 15 April 2011
Re‐comply with Listing Rules 1 and 2 31 May 2011

*Shareholders should note that the above timetable is indicative only and may change. The Company will keep shareholders updated on the timing of the implementation of the transaction as it progresses.

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The Projects

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Mhukuru Project (MP)

The Mhuhkuru Project is located in the Ruvuma region of the Songea district, 90 kilometres South West of Songea in Southern Tanzania. The land holding is situated approximately 25km south of the Mhukuru Coalfield in the far west portion of the SW Selous Basin. The project covers a surface area of 142.5 km[2] .

Figure 2. Indigo MP licences over regional geology.

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The topography of the MP is rather undulating with the highest elevations reaching 600m to 700m above sea level as the land rises gently from the Mhukuru Valley.

The Mhukuru basin is reported to host numerous small historical coal occurrences and resources. The MP is contiguous and along strike of these historical coal occurrences. The Company believes that the regional geological and geophysical characteristics of the MP are of sufficient merit to justify further exploration for both coal and uranium.

One of the two Mhukuru licences is situated immediately north of the Mozambican border. Within Mozambique, the sedimentary basin thought to continue and is reported to contain significant coal and uranium potential based on historical drilling.

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Rukwa Basin Project (RBP)

The RBP is located in the Sumbawanga Region, Rukwa District of SW Tanzania, approximately 35 kilometres North East of Sumbawanga town and 20 kilometres West of Lake Rukwa. The project covers a massive surface area of 2189 km[2] in relatively unexplored terrain.

Figure 3. Indigo RBP licences over regional geology.

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Historical exploration has defined numerous small coalfields in the basin, namely, the Namwele‐Mkomolo, Muze and Galula Coalfields. The RBP is located in the vicinity of the Namwele Coalfield. Due to the proximity of the known coal resources and reported coal intercepts within the basin, coupled with the size and corresponding strike to the Namwele – Mkomolo coalfields, the company believes that the commencement of exploration is warranted, with the aim of establishing a marketable coal and/or uranium resource within the RBP.

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Ruhuhu Project (RP)

The RCP is located 90 kilometres North West of the town of Songea, in the Ruhuhu basin. The project covers a total area of 307 km[2] in the Ruhuhu Basin, which is known to contain eleven coalfields. The RP possesses a preserved stratigraphic succession which includes similar stratigraphy to its neighbouring coal bearing strata. The Ruhuhu Basin trends NE‐SW and is approximately 60km wide and 173km long. The basin is the largest Karoo Supergroup basin in SW Tanzania and covers a total area of 2200km2. The RP is located partly within fault bounded Karoo‐Songea Group sedimentary sequences and partly within adjacent Precambrian basement rocks.

Figure 4. Indigo RP licences over regional geology.

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The RP is partly located an in the far north of the Ngaka Coalfield which contains several coal occurrences. The ongoing adjacent exploration activities in the Ngaka coalfield by Intra Energy Corporation (its flagship project) is in close proximity to the Ruhuhu basin and has revealed a resource of 251 million tonnes (139 MT Measured, 66 MT Indicated, 46 MT Inferred), of which 40 MT has been classed as mineable reserve at the Mbalawala mine. Intra Energy recently announced a JORC resource of 100 million tonnes (75 MT Indicated, 25 MT Inferred) in their Songwe‐Kiwira Coalfield project. This recent exploration success illustrates the potential for further discoveries in the region.

The historical exploration conducted on the RP has revealed that the presence of coal bearing strata within the RCP is contiguous and along strike to the areas historically explored that were found to intercept coal. A recent US$3 billion agreement between the Tanzania Government and China’s Sichuan Hongda will see the development and mining of the adjacent Mchuchuma Coalfield, which represents the single largest investment in East Africa and establishes the funding to develop the Ruhuhu Coal basin for both domestic and export markets.

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Selous Project (SP)

The SP covers an impressive surface area of 2,774 km[2] over greenfields terrain, much of it believed to be the prospective Karoo stratigraphy covered by a thin veneer of younger Cainozoic sediments.

Figure 5. Indigo SP licences over regional geology.

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A technical review conducted on the SP has revealed that no significant coal exploration has been undertaken in the Selous basin however that the basin possesses K4 beds that are significant for coal potential, and in addition, previous oil exploration wells are noted to have intersected coal seams. The basin is virtually unexplored for coal.

The Company is satisfied that the basin warrants significant coal and uranium exploration to unravel its potential. This exploration is likely to include the compilation of detailed geological mapping to define the presence of coal bearing strata within the project area. This will be followed by the flying of a geophysical survey to delineate stratigraphic targets (coal seams) and also potential radiometric (uranium) anomalies for drill targets.

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Details of the Transaction

Commercial Terms of the Acquisition

The Agreement allows for Select to acquire 100% of two Mauritian entities, Panama Resources Limited ( Panama ) and Shira Resources Limited ( Shira ). Panama owns 99.999%[1] of Tanzanian subsidiary WTF Resources and Shira owns 99.999%[1] of Tanzanian subsidiary IBIS Resources that together own 100% of the exploration licenses that comprise the Projects.

Corporate Structure

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----- Start of picture text -----

Indigo Metals Limited (Mauritius)
Company No. 098613/C2/GBL
Directors
Mark Titchener
Gary Seabrooke
Sean Tangney
Share Structure (500,000 ORD Fully Paid $USD 0.10)
380,000 Shares owned by SLT Directors (76%)
120,00 Shares owned by unrelated parties (24%)
Panama Resources Shira Resources Ltd
(Mauritius) N 101808 (Mauritius) N 101784
Directors Directors
Ian Macliver Ian Macliver
Mark Titchener Mark Titchener
Share Structure Share Structure
100,000 Ordinary Fully 100,000 Ordinary Fully
Paid Paid
100 % Share Owned 100% Share Owned By
By Indigo Metals Ltd Indigo Metals Ltd
IBIS Resources
WTF Resources
(Tanzania) N 82571
(Tanzania) N 82568
Directors
Directors
Ian Macliver
Ian Macliver
Mark Titchener
Mark Titchener
Sean Tangney
Sean Tangney
Share Structure
Share Structure
10,000 Ordinary Fully
10,000 Ordinary Fully Paid shares on issue
Paid shares on issue
9,999 owned by
9,999 owned by Shira
Panama
1 share owned by
1 share owned by
Mark Titchener
Mark Titchener
16 Prospecting 16 Prospecting
Licenses Licenses
----- End of picture text -----

  1. Tanzanian corporate entities are required to have at least 2 shareholders to satisfy Tanzanian law. Mr Mark Titchener, a related party and shareholder and director of both Select and Indigo, owns one (1) share in WTF and IBIS which will be held on trust for Select Vaccines.

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The Agreement to acquire 100% of the issued capital of Panama and Shira is made up of consideration as follows:

  1. AUD$20,000 upon execution of the SSA;

  2. AUD$580,000 cash payable at completion;

  3. 1,475,000,000 million fully paid ordinary shares (on a pre consolidated basis) issued at completion;

  4. 2,500,000,000 Performance shares to be issued on the basis that they convert to 250 million ordinary shares (on a pre consolidated basis) per 100 million tonnes of a JORC Inferred coal Resource defined on the Projects, within 5 years of the date of the Agreement up to a capped limit of 1 billion tonnes of coal. The conversion of the performance shares is pro rated as further JORC inferred resources are confirmed up to the cap limit.

  5. 2,500,000,000 Performance shares to be issued on the basis that they convert to 250 million ordinary shares (on a pre consolidated basis) per 5 million pounds of a JORC Inferred uranium Resource defined on the Projects, within 5 years of the date of the Agreement up to a capped limit of 50 million pounds of uranium. The conversion of the performance shares is pro rated as further JORC inferred resources are confirmed up to the cap limit.

During the period from execution of the HoA until completion Select will be responsible for all outgoings.

During the Acquisition Agreement period Select has no obligation to spend any money on maintaining the tenement package. Select however proposes to spend money on due diligence procedures which may include site visits and mapping.

Completion of the transaction is subject to completion of due diligence by Select, Select shareholder approval (as required by listing rules 10.1 and 11.1.3), re‐compliance with the listing rules and ASX approval of the performance share terms and conditions.

There are normal commercial warranties associated with the acquisition.

Capital Structure

On completion of the Transaction the capital structure of Select is shown below.

Number of Shares Number of Options Number of
Performance Shares
Current capital structure 1,132,059,057 420,553,019
Balance following completion of the
Capital Raising*
1,257,059,057* 420,553,019
Balance following completion of the
Acquisition Agreement(pre consolidation)
2,732, 059,057 420,553,019 5,000,000,000

*Assumes $500,000 raised at $0.004 per share.

If shareholder approval is received the company is required to undergo a consolidation as part of the Chapter 1 and 2 recompliance procedure at a ratio to be determined in the future.

Related Party Information

The Directors of the Company, Mr Ian Macliver, Ms Cherie Leeden, Mr Mark Titchener and Mr Gary Seabrooke combined own seventy six percent (76%) of Indigo and are therefore related parties under ASX Listing Rule 10.1 and Chapter 2E of the Corporations Act 2001. Mr Titchener and Mr Seabrooke are also Directors of Indigo.

Select will be required to obtain shareholder approval in relation to the acquisition under the agreement. The directors of Select will not be entitled to vote on any resolution relating to the acquisition.

An independent experts report will also be commissioned by Select as part of any acquisition.

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Capital Raising

The Company may undertake a small capital raising of up to $500,000 prior to completing the acquisition. Further details of the capital raising will be determined on completion of initial due diligence.

Proceeding with the Transaction

Should the Transaction proceed, the process will involve:

Recompliance with Chapters 1 and 2 of the ASX Listing Rules

As a result of changing the nature of its activities, the Company will be required to re‐comply with Chapters 1 and 2 of the ASX Listing Rules. This involves obtaining shareholder approval for the Transaction in a general meeting and also meeting the new listing requirements as if the Company were undergoing a new initial public offering. A consolidation of capital will be required as part of the recompliance procedure at a ratio to be determined in the future.

The company will be suspended from trading following shareholder approval of the transaction until recompliance with Chapter 1 and 2 is achieved.

Related Party Disclosure

The current directors of Select own seventy six (76%) of Indigo Metals Limited and are therefore related parties under ASX Listing rule 10.1 and Chapter 2E of the Corporations Act 2001. The Company will require shareholder approval to proceed with the transaction.and will also commission an independent experts report as part of the shareholder approval process.

Prospectus Capital Raising

Shareholder approval shall also be sought for a capital raising pursuant to a full form prospectus to be issued by the Company as part of the recompliance with Chapters 1 and 2 of the listing rules.

Name change

The Company shall seek shareholder approval to change its name to Select Exploration Ltd (which has been reserved with ASIC) to reflect the new nature of the company subject to successful completion of the Transaction.

Due Diligence and Risk Factors

The Company will undertake the requisite due diligence process (including title, legal, technical and other risks) prior to signing the SSA to acquire the entities and the associated projects. Whilst this process is undertaken to identify any material risks specific to the entities and projects, it should be noted that the usual risks associated with companies with a small market capitalisation undertaking exploration and development activities of large scale projects in the coal and uranium sectors are expected to remain after the completion of due diligence.

Overview of Tanzania

Tanzania is located on the east coast of Africa and borders Kenya, Uganda, Rwanda, Burundi, the Democratic Republic of Congo, Zambia, Malawai and is immediately to the north of Mozambique. It is estimated that the population of Tanzania is approximately 41m

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Political context

An English speaking democracy with an elected head of state, Tanzania was formed in 1964 by the unification of mainland Taganyika, the first East African state to gain independence in 1961, and the isles of Zanzibar.

The ruling party, the Chama cha Mapinduzi (CCM) has dominated domestic politics since independence. On October 30, 2010, the incumbent president Mr. Jakaya Kikwete was re‐elected for his second and last term in office with 61 per cent of the votes, and the CCM won 70 per cent of the seats in parliament.

Tanzania is party to several trading arrangements. At the regional level, Tanzania is a member of the East African Community (EAC); together with its neighbours, Kenya, Uganda, Burundi, and Rwanda. A customs union was established among the member states in 2005, and a common external tariff has been adopted. Tanzania is also an active member of the SADC.

Infrastructure

Tanzania has embarked on a major road and rail transport infrastructure development program, the objective of which is to open vast areas of the country for economic development and to provide reliable communication between various regions and efficient transport for passengers and goods.

Economic Overview

Tanzania has sustained high economic growth over the last decade, driven by structural reforms, steadily increasing levels of exports, and significant financial deepening. Growth in GDP has been between 5 and 7 per cent in recent years, underpinning better development results. The drivers of growth over the past decade have been mining, construction, communications, and the financial sector.

Recent mining and exploration developments within Tanzania include:

  • China's Sichuan Hongda signing a $3‐billion deal with Tanzania to mine coal and iron ore. Dubbed “the single‐ biggest investment deal in East Africa”, Sichuan Hongda will own 80% of the joint venture project, with the remaining 20% stake held by Tanzania's state‐run National Development Corporation (“ NDC ”).

  • The $1‐billion acquisition of Nyota uranium project by ARMZ.

  • Intra Energy Corporation Limited ( ASX: IEC ) operating the Ngaka coal project through its joint venture Tancoal Energy Limited, 70% owned by IEC and 30% by the NDC. Ngaka has a Mineable Reserve of 40 million tonnes at Mbalawala, where the BFS is complete and positive with a total JORC compliant resource of 251 million tonnes

  • Cokal’s ( ASX: CKA ) Manda Project. The Manda Project forms part of Karoo Basin previously seen in Mozambique.

  • Edenville Energy ( AIM:EDL ) currently exploring the 338.47 square kilometre Rukwa coal fields, Matiri North and South which contains 105 square kilometres of tenements prospective for coal and uranium, and Lake Nyasa, 102 square kilometres with identified airborne radiometric anomalies.

  • Uranex ( ASX: UNX ) currently undertaking a 30,000m drilling program which covers less than 5% of the 8,000 square kilometres of its strategic holdings for uranium and coal. Significant holding in the Ruhuhu Basin, which hosts up to eleven (11) coalfields with total resources exceeding 1 billion tonnes of thermal coal.

  • ARMZ, which owns 51% of Uranium One, recently purchasing Mantra Resources, which boast Mkuju River as its key project with JORC compliant measured, indicated and inferred resources of 55.3 million pounds, 38 million pounds and 26.1 million pounds respectively. A feasibility report is expected in early 2012.

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Mining and exploration activity in Tanzania has increased significantly since the implementation of the Mining Act 1998. This has now introduced a structured and transparent licensing system, whilst the Government is amenable to foreign investment in this sector. As a result, there are several new mining projects in development and coming on line within the next few years, as well as a number of large, long standing, operations.

Markets

Current operators within the region expect to supply coal to regional, domestic and international markets. Domestically this includes supply to a proposed 450 MW mine mouth power station and a progressive power park development near Mbeya, of up to 1,000 MW, whilst international markets for uranium and coal include both India and China, where a strategic advantage exists over other exporters including Australia and South Africa.

Board Members and Coal Experience

Detailed below are the current board members and their relevant experience in relation to coal mining and other mining experience:

Mr Ian Macliver (Chairman)

Ian Macliver is Managing Director of Grange Consulting Group Pty Ltd ("Grange Consulting"). Prior to establishing Grange Consulting, Mr Macliver held positions over nine years in a general manager or executive director position for various listed and corporate advisory companies. His experience covers all areas of corporate activity including capital raisings, acquisitions, divestments, takeovers, business and strategic planning, debt and equity reconstructions, operating projects and financial reviews and valuations.

Mr Gary Seabrooke (Non Executive Director)

Mr Seabrooke has been involved in the ownership and management of contract drilling companies in Australia and Africa during the last 25 years.

Mr Seabrooke was Involved with the discovery of the Mt Olympus Gold Mine in WA’s Ashburton Basin (a new gold discovery in a region where no historical gold mining had taken place) and has also been involved in the exploration industry in various African countries for the last 15 years in Gold, Base Metals and Coal exploration.

Over the last five (5) years Mr Seabrooke has been involved in over 400,000 meters of contract exploration and Resource Definition drilling for Coal in Mozambique.

Significantly, Mr Seabrooke was involved with the acquisition and early development of the Riversdale Mining Ltd Coal discoveries in Tete, Mozambique.

Ms Cherie Leeden (Non Executive Director)

Cherie Leeden is a member of the Australian Institute of Geoscientists. Ms Leeden has been involved in mining and exploration for the past ten years with the bulk of her experience relating to energy (coal and uranium) projects.

Ms Leeden has previously worked for Rio Tinto and two midtier ASX listed companies. Ms Leeden has most recently worked as Exploration Manager for Advaita Power Resources Pte Ltd (Advaita), and as Exploration Manager for Alara Uranium Limited (now Alara Resources Limited, ASX:AUQ). Whilst Exploration Manager for Strike Resources Limited (ASX:SRK), she discovered and advanced SRK's Berau Thermal Coal Resource, located in Indonesia. This included the technical and logistical planning and supervision of all exploration and resource development activities for the Companies coal division. For Advaita she made coal resource acquisitions and/or energy licence applications in Botswana, Namibia and Australia.

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Ms Leeden has a Bachelor of Science in Applied Geology Degree with Honours from the Western Australian School of Mines. Ms Leeden is a Non‐Executive Director of Advaita Power Resources Pte Ltd, a Singaporean based company which sources Thermal Coal for several Indian Power Plants.

Mr Mark Titchener (Non Executive Director)

Mark Titchener is a sophisticated investor specialising in investment strategies for early stage resource projects. Over the past 10 years he has participated in and advised on a significant number of listed and unlisted corporate transactions including capital raisings, reverse takeovers, restructures, seed investments and IPO’s. Mark sits on a number of unlisted resource project boards as both a director and significant shareholder.

Mr Titchener was a founding shareholder of the Mozambique Coal tenements which were vended into ASX listed company Riversdale in 2006.

For and on behalf of the Board

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Ian Macliver Chairman

For all media enquiries please contact:

David Tasker Professional Public Relations T: +61 8 9388 0944/ +61 433 112 936 E: [email protected]

Competent person statement

The information in this report that relates to exploration results is based on information compiled by Ms Cherie Leeden. Ms Leeden is a non executive director of Select Vaccines Limited. Ms Leeden is a member of Australian Institute of Geoscientists and 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’. Ms Leeden consents to the inclusion in the report of the matters based on information in the form and context in which it appears.

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