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SANDFIRE RESOURCES LIMITED — Capital/Financing Update 2022
Nov 17, 2022
65773_rns_2022-11-17_e350bd87-d148-4354-ab72-178f0986b6a4.pdf
Capital/Financing Update
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Not for release to US wire services or distribution in the United States
Entitlement Offer Presentation
Important information and disclaimer
The following notice and disclaimer applies to this investor presentation ( Presentation ) and you are therefore advised to read this carefully before reading or making any other use of this Presentation or any information contained in this Presentation. By accepting this Presentation you represent and warrant that you are entitled to receive this Presentation in accordance with the restrictions, and agree to be bound by the limitations, contained within it. This Presentation is dated 18 November 2022 and has been prepared by Sandfire Resources Limited (ABN 55 105 154 185) ( SFR, Sandfire or the Company –where relevant, this includes the Group).
This Presentation has been prepared in connection with SFR’s proposed offer of new fully paid ordinary shares ( New Shares ) pursuant to a fully underwritten pro rata 1 for 8.8 accelerated non-renounceable Entitlement Offer to certain eligible shareholders of SFR ( Entitlement Offer ) at an issue price of A$4.30 per New Share.
The Entitlement Offer is being made to:
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eligible institutional shareholders of SFR (Institutional Entitlement Offer); and
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eligible retail shareholders of SFR (Retail Entitlement Offer),
under section 708AA of the Corporations Act 2001 (Cth) ( Corporations Act ) as modified by the Australian Securities and Investments Commission Corporations (Non Traditional Rights Issues) Instrument 2016/84.
The distribution of this Presentation in jurisdictions outside Australia may be restricted by law and you should observe such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities law. Please refer to the section of this Presentation headed “International Offer Restrictions" for more information.
Summary information
This Presentation is for information purposes only and is a summary only which is current as at the date of this Presentation (unless stated otherwise). The information in this Presentation is of a general nature and does not purport to be complete nor does it contain all information which a prospective investor may require in evaluating a possible investment in SFR or that would be required in a prospectus or product disclosure statement prepared in accordance with the requirements of the Corporations Act. This Presentation should be read in conjunction with SFR’s most recent financial report and SFR’s other periodic and continuous disclosure information lodged with the Australian Securities Exchange ( ASX ), which is available at www.asx.com.au.
Reliance should not be placed on information or opinions contained in this Presentation and, subject only to any legal obligation to do so, SFR does not have any obligation to correct or update the content of this Presentation. Certain market and industry data used in this Presentation may have been obtained from research, surveys or studies conducted by third parties, including industry or general publications. None of SFR, its representatives or advisors have independently verified any such market or industry data provided by third parties or industry or general publications.
Not an offer
This Presentation is not, and should not be considered as, an offer or an invitation to acquire securities in SFR or any other financial products and neither this Presentation nor any of its contents will form the basis of any such contract or commitment.
Any decision to purchase New Shares in the Retail Entitlement Offer must be made on the basis of the information to be contained in a separate offer booklet to be prepared for eligible shareholders in Australia and New Zealand and any other identified permitted jurisdiction ( Offer Booklet ), and made available following its lodgement with ASX. Any eligible shareholder in those jurisdictions who wishes to participate in the Retail Entitlement Offer should consider the Offer Booklet in deciding to apply for New Shares under the Retail Entitlement Offer. Anyone who wishes to apply for New Shares under the Retail Entitlement Offer will need to apply in accordance with the instructions contained in the Offer Booklet and the entitlement and acceptance form.
Not investment advice
Each recipient of the Presentation should make its own enquiries and investigations regarding all information in this Presentation including but not limited to the assumptions, uncertainties and contingencies which may affect future operations of the Company and the impact that different future outcomes might have on the Company. This Presentation does not constitute investment or financial product advice (nor tax, accounting or legal advice) or any recommendation to acquire New Shares and does not and will not form any part of any contract for the acquisition of New Shares. Information in this Presentation is not intended to be relied upon as advice to investors or potential investors and has been prepared without taking account of any person’s individual investment objectives, financial situation or particular needs. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own investment objectives, financial situation and needs and seek legal, accounting and taxation advice appropriate to their jurisdiction. The Company is not licensed to provide financial product advice in respect of its securities. Cooling off rights do not apply to applications for New Shares under the Entitlement Offer.
Not for release or distribution in the United States This Presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or any other jurisdiction in which such an offer would be illegal. The New Shares have not been, and will not be, registered under the US Securities Act of 1933 (US Securities Act) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Shares may not be offered or sold in the United States except in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and applicable securities laws of any state or other jurisdiction of the United States. This Presentation may not be distributed or released in the United States.
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Important information and disclaimer (cont.)
Investment risk
There are a number of risks specific to the Entitlement Offer, SFR and of a general nature which may affect the future operating and financial performance of SFR and the value of an investment in SFR including and not limited to the Company’s ability to obtain approvals, economic conditions, stock market fluctuations, commodity demand and price movements, access to infrastructure, regulatory risks, operational risks, reliance on key personnel, native title and title risks, foreign currency fluctuations and development, construction and commissioning risk. Any production guidance in this Presentation is subject to risks specific to SFR and of a general nature which may affect the future operating and financial performance of SFR. An investment in New Shares is subject to known and unknown risks, some of which are beyond the control of SFR. SFR does not guarantee any particular rate of return or the performance of the Company. Investors should have regard to the risk factors outlined in this Presentation under the caption “Key risks” when making their investment decision.
Financial data
All dollar values are in United States (US$ or USD) unless otherwise stated. The information contained in this Presentation may not necessarily be in statutory format. Amounts, totals and change percentages are calculated on whole numbers and not the rounded amounts presented. This Presentation includes certain historical financial information extracted from SFR's unaudited financial statements for Q1 FY2023 (as announced to the ASX on 20 October 2022) (collectively, the Historical Financial Information ). The Historical Financial Information is presented in an abbreviated form insofar as it does not include all the presentation and disclosures, statements or comparative information as required by the Australian Accounting Standards ( AAS ) and other mandatory professional reporting requirements applicable to general purpose financial reports prepared in accordance with the Corporations Act. The Historical Financial Information and pro forma historical financial information (to reflect the Entitlement Offer) provided in this Presentation is for illustrative purposes only and is not represented as being indicative of SFR 's views on its future financial condition and/or performance.
Recipients of this Presentation should also be aware that the financial data in this Presentation includes “non-IFRS financial information” under ASIC Regulatory Guide 230: ‘Disclosing non IFRS financial information” and “non GAAP financial measures” under Regulation G of the U.S. Securities Exchange Act of 1934, as amended, and are not recognised under AAS and International Financial Reporting Standards (IFRS). The disclosure of such non GAAP financial measures in the manner included in this Presentation may not be permissible in a registration statement under the US Securities Act. SFR notes that the pro forma historical financial information has been prepared in accordance with the measurement and recognition requirements, but not the disclosure requirements, of applicable accounting standards and other mandatory reporting requirements in Australia. Investors should also note that the pro forma historical financial information is for illustrative purpose only and does not purport to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the U.S. Securities and Exchange Commission.
SFR believes this non IFRS financial information provides, and these non GAAP financial measures provide, useful information to users in measuring the financial performance and conditions of SFR. This non IFRS financial information and these non GAAP financial measures do not have a standardised meaning prescribed by AAS or IFRS and, therefore, may not be comparable to similarly titled measures presented by other entities, nor should they be construed as an alternative to other financial measures determined in accordance with AAS or IFRS. Recipients of this Presentation are cautioned, therefore, not to place undue reliance on any non IFRS financial information or non GAAP financial measures and ratios included in this Presentation.
Past performance
Past performance metrics and figures (including past share price performance of SFR), as well as pro forma financial information, included in this Presentation are given for illustrative purposes only and should not be relied upon as (and is not) an indication of SFR’s views, or that of any other party involved in its preparation, on SFR’s future financial performance or condition or prospects. Investors should note that past performance of SFR, including in relation to the historical trading price of SFR shares, production, mineral resources and ore reserves, costs and other historical financial information cannot be relied upon as an indicator of (and provides no guidance, assurance or guarantee as to) future SFR performance, including the future trading price of New Shares. The historical information included in this Presentation is, or is based on, information that has previously been released to the market.
Forward-looking statements and forecasts
This Presentation contains certain “forward-looking statements” and comments about future matters. Forward-looking statements can generally be identified by the use of forward-looking words such as, “expect”, “anticipate”, “likely”, “intend”, “should”, “could”, “may”, “predict”, “plan”, “propose”, “will”, “believe”, “forecast”, “estimate”, “target” “outlook”, “guidance” and other similar expressions within the meaning of securities laws of applicable jurisdictions. Forward-looking statements include, but are not limited to, statements about the future performance of SFR, statements about SFR's plans, future developments and strategy and statements about the outcome and effects of the Entitlement Offer and the use of proceeds. Indications of, and guidance or outlook on, production estimates and targets, future earnings or financial position or performance are also forward-looking statements. You are cautioned not to place undue reliance on forward-looking statements. Any such statements, opinions and estimates in this Presentation speak only as of the date hereof and are based on assumptions and contingencies subject to change without notice, as are statements about market and industry trends, projections, guidance and estimates. Forward-looking statements are provided as a general guide only. The forward-looking statements contained in this Presentation are not indications, guarantees or predictions of future performance and involve known and unknown risks and uncertainties and other factors, many of which are beyond the control of SFR, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct.
There can be no assurance that actual outcomes will not differ materially from these forward-looking statements. A number of important factors could cause actual results or performance to differ materially from the forward-looking statements, including the risk factors set out in this Presentation. Investors should consider the forward-looking statements contained in this Presentation in light of those risks and disclosures. The forward-looking statements are based on information available to SFR as at the date of this Presentation.
Except as required by law or regulation (including the ASX Listing Rules), SFR undertakes no obligation to supplement, revise or update forward-looking statements or to publish prospective financial information in the future, regardless of whether new information, future events or results or other factors affect the information contained in this Presentation.
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Important information and disclaimer (cont.)
Disclaimer
None of the Underwriter, nor any of its or SFR’s respective advisers or any of their respective advisers, affiliates, related bodies corporate, directors, officers, partners, employees and agents ( Limited Parties ) have authorised, permitted or caused the issue, lodgement, submission, dispatch or provision of this Presentation and, except to the extent referred to in this Presentation, none of them makes or purports to make any statement in this Presentation and there is no statement in this Presentation which is based on any statement by them.
To the maximum extent permitted by law, SFR, the Underwriter and respective Limited Parties expressly exclude and disclaim:
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all responsibility and liability, including, without limitation, for negligence or in respect of any expenses, losses, damages or costs incurred by you as a result of your participation in the Entitlement Offer and the information in this Presentation being inaccurate or incomplete in any way for any reason, whether by way of negligence or otherwise;
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all liabilities in respect of, make no representations regarding, any part of this Presentation and make no representation or warranty as to the currency, accuracy, reliability or completeness or fairness of this Presentation, or any representation or warranty that this Presentation contains all material information about SFR, the Entitlement Offer or that a prospective investor or purchaser may require in evaluating a possible investment in SFR or acquisition of New Shares;
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any obligation or undertaking to update or revise any information in this Presentation; and
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any fiduciary relationship between, or the assumption of any duty by them and, or in favour, of you, your officers, employees, consultants, agents, securityholders, creditors or any other person.
The Underwriter and its Limited Parties:
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take no responsibility for any part of this Presentation, and there is no statement in this Presentation which is based on any statement by any of these persons (except for references to the Underwriter’s name), or the Entitlement Offer; and
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make no recommendations as to whether you or your related parties should participate in the Offer nor do they make any representations or warranties to you concerning the Entitlement Offer, and you represent, warrant and agree that you have not relied on any statements by the Underwriter and/or its Limited Parties in relation to the Entitlement Offer.
You undertake that you will not seek to sue or hold the Underwriter or its Limited Parties in any respect in connection with this Presentation or the Entitlement Offer (to the maximum extent permitted by law).
Disclosure
The Underwriter and its affiliates and related bodies corporate are full service financial institutions engaged in various activities, which may include trading, corporate advisory, financial advisory, investment management, investment research, principal investment, hedging, market making, market lending, brokerage and other financial and non-financial activities and services including for which they have received or may receive customary fees and expenses. The Underwriter and its advisers, affiliates, related bodies corporate, directors, officers, partners, employees and agents may have interests in the securities of SFR, and may have provided, or may in the future provide, investment banking services and other services to, SFR and to persons and entities with relationships with SFR. The Underwriter and its affiliates may purchase, sell or hold a broad array of investments (including holding security interests over these investments) and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments , or otherwise originate, hedge, enforce or effect transactions, for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of SFR, and/or persons and entities with relationships with SFR. The Underwriter and its affiliates and related bodies corporate may also communicate independent investment recommendations, market colour or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments. Further, they may act as market maker or buy or sell those securities or associated derivatives as principal or agent. The Underwriter is acting as lead manager, bookrunner and underwriter to the Entitlement Offer for which they have received or expect to receive fees and expenses.
In connection with the Entitlement Offer, one or more investors may elect to acquire an economic interest in the New Shares (Economic Interest), instead of subscribing for or acquiring the legal or beneficial interest in those securities. The Underwriter and its affiliates and related bodies corporate may, for their own respective accounts, write derivative transactions with those investors relating to the New Shares to provide the Economic Interest, or otherwise acquire securities in SFR in connection with the writing of those derivative transactions in the Entitlement Offer and/or the secondary market. As a result of those transactions, the Underwriter or its affiliates or related bodies corporate may be allocated, subscribe for or acquire New Shares or securities of SFR in the Entitlement Offer and/or the secondary market, including to hedge those derivative transactions, as well as hold long or short positions in those securities. These transactions may, together with other securities in SFR acquired by the Underwriter or its affiliates or related bodies corporate in connection with its ordinary course sales and trading, principal investing and other activities, result in the Underwriter or its affiliates or related bodies corporate disclosing a substantial holding and earning fee.
Determination of eligibility of investors of the Entitlement Offer is determined by reference to a number of matters, including at the discretion of SFR and the Underwriter. To the maximum extent permitted by law, SFR, the Underwriter and their respective Limited Parties expressly disclaim any duty or liability (including for negligence) in respect of the exercise of that discretion or otherwise.
JORC Code
It is a requirement of the ASX Listing Rules that the reporting of Ore Reserves and Mineral Resources in Australia comply with the Joint Ore Reserves Committee’s Australasian Code for Reporting of Mineral Resources and Ore Reserves ( JORC Code ). Investors outside Australia should note that while Ore Reserve and Mineral Resource estimates of the Company in this Presentation comply with the JORC Code (such JORC Code-compliant ore reserves and mineral resources being "Ore Reserves" and "Mineral Resources" respectively), they may not comply with the relevant guidelines in other countries and, in particular, do not comply with (i) National Instrument 43-101 (Standards of Disclosure for Mineral Projects) of the Canadian Securities Administrators (; or (ii) item 1300 of Regulation S-K, which governs disclosures of mineral reserves in registration statements filed with the SEC. 4
Important information and disclaimer (cont.)
Information contained in this document describing mineral deposits may not be comparable to similar information made public by companies subject to the reporting and disclosure requirements of Canadian or US securities laws.
SFR ore reserve and mineral resource estimates
The information in this Presentation that relates to SFR’s Mineral Resources or Ore Reserves is extracted from SFR’s ASX releases and is available at https://www.sandfire.com.au/where-we-operate/mineral-resources-and-ore-reserves/ or www.asx.com.au.
The market announcements (public reports) relevant to SFR’s Mineral Resource and Ore Reserve estimates presented in this Presentation are:
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“37Mt Ore Reserve cements foundation for long-term growth at Sandfire’s MATSA Copper Operations” released to the Australian Securities Exchange ( ASX) on 28 July 2022.
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“147Mt Mineral Resource sets strong foundation for optimisation and long-term growth at MATSA” released to the ASX on 30 June 2022.
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“Maiden Mineral Resource Estimate for Old Highway Gold Deposit” released to the ASX on 15 December 2021.
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“Transformational acquisition of the MATSA Mining Complex in Spain and A$1,248 million equity raising” released to the ASX on 23 September 2021.
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“Maiden Ore Reserve for A4 Deposit and PFS confirms 5.2Mtpa Motheo Copper Project” released to the ASX on 22 September 2021.
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“Sandfire delivers 34% increase in contained copper at satellite A4 Copper-Silver Deposit at Motheo” released to the ASX on 21 July 2021.
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“Sandfire Reports Updated Underground Ore Reserve and Mineral Resource for DeGrussa Operations” released to the ASX on 16 June 2021.
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“Sandfire Approves Development of New Long-Life Copper Mine in Botswana” released to the ASX on 1 December 2020.
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“USA and Botswana Development Projects Update” released to the ASX on 28 October 2020.
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“Updated Mineral Resource Completed for Johnny Lee Deposit, Black Butte Copper Project, USA” released to the ASX on 30 October 2019.
SFR confirms that it is not aware of any new information or data that materially affects the information included in the respective relevant market announcements and that all material assumptions and technical parameters underpinning the estimates in the respective relevant market announcement continue to apply and have not materially changed.
The information regarding SFR’s production target for the Motheo Copper Project ( Motheo ) is set out in the market announcements entitled ‘FY2022 Financial Results and Motheo Expansion DFS Presentation’ and ‘Motheo Copper Project Expansion DFS’ dated 30 August 2022 and ‘Maiden Ore Reserve for A4 Deposit and PFS confirms 5.2Mtpa Motheo Copper Project’ dated 22 September 2021. SFR confirms that all the material assumptions underpinning the production target, and the forecast financial information derived from the production target, in those market announcements continue to apply and have not materially changed.
Key assumptions
The following assumptions apply to information in this Presentation unless otherwise stated.
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Currency: unless otherwise stated, all figures are in USD.
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Copper equivalent data: copper equivalent values are calculated based by Sandfire on realised pricing for historical actual data and spot prices for forecasts; Spot prices as at 16 November are US$8,315/t Cu, US$3,087/t Zn, US$2,209/t Pb, US$1,773/oz Au and US$22.0/oz Ag.
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Throughout this Presentation a number of assumptions have been made for forecasts or other financial data including:
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Foreign exchange: AUDUSD of 0.667
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Pricing: Sandfire last close price of A$4.79 on 17 November 2022
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Figures, amounts, percentages, estimates, calculations of value and other factors used in this Presentation are subject to the effect of rounding.
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1 Executive Summary 2 Entitlement Offer Overview A Sandfire Group Overview & Guidance B MATSA Copper Operations C Motheo Copper Project D Key Risks E International Offer Restrictions
Executive Summary
Overview
Sandfire is raising A$200 million via an Entitlement Offer
| Entitlement Offer | • 1 for 8.8 accelerated non-renounceable entitlement offer (“Entitlement Offer”) at A$4.30 per share to raise A$200M (US$134M(1)) (before costs) • The Entitlement Offer is fully underwritten, and comprises: ─ An accelerated institutional component (“Institutional Entitlement Offer”); and ─ A retail component (“Retail Entitlement Offer”) |
|---|---|
| Purpose of raising | • Strengthen the balance sheet, providing working capital and enhanced financial flexibility to support deleveraging through the Company’s growth phase • Ensure Sandfire remains well funded to progress ongoing strategic growth initiatives across its portfolio • Fund increased working capital as Motheo progresses from construction to first production and ramp-up from 1HCY2023 • Repayment of Corporate Facility(2) |
| Strategy delivering outcomes |
• Sandfire has successfully repositioned itself into a significant, diversified, globally relevant, multi asset copper miner • Portfolio focussed on leading positions in two major copper provinces in Spain and Botswana • Robust long term copper outlook -a critical metal for the global energy transition to a low-carbon future • MATSA exhibiting strong operational performance with FY2023 guidance maintained (60-65kt Cu, 78-83kt Zn) • Motheo, development is proceeding to plan, with first production expected in the June quarter of FY2023 – 75% of the initial 3.2Mtpa and A4 development capex has now been committed • Incoming CEO (Brendan Harris) to complement existing experienced Board & Management to deliver on Sandfire’s strategy • Strong exploration pipeline and potential expansion opportunities • Enhanced balance sheet strength and financial flexibility post completion of the Entitlement Offer |
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Notes: (1) Assumes AUD / USD rate of 0.667; (2) Sandfire is in discussions with the Corporate Facility lender with regards to a potential 3 month extension to the Corporate Facility which is currently repayable on 31 December 2022.
Experienced Board and Management team Incoming CEO to complement existing experienced Board & Executive team
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Board of Directors Core Executive Team
John Richards Sally Langer Brendan Harris [(1)] Jason Grace Matt Fitzgerald Richard Holmes Scott Browne
Chair Non-Executive Director Incoming MD & CEO Acting CEO, Chief Financial Officer Executive Growth Executive People and
Commences April 2023 Chief Operating Officer Performance
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Decentralised In-Country Management Structure
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Jenn Morris Dr Roric Smith
Non-Executive Director Non-Executive Director
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Dale Burgess
Botswana Country Head
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Rob Scargill
Spain Country Head
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Greg Peden
GM Operations
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Other Sandfire Senior Management
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Sally Martin Robert Edwards Non-Executive Director Non-Executive Director
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Victoria Twiss
Head of Legal & Risk, and General Counsel
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Samantha Masters
Head of HSEC
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Rob Massard Business Development Manager
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Ben Crowley
Head of Investor Relations
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David Wilson
Head of Technical Services, Planning and Marketing
Ian Kerr Motheo Project Director
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Notes: (1) Brendan has extensive experience as an exploration geologist, highly-regarded equity analyst and senior executive with BHP and South32 (including acting as inaugural CFO), refer to ASX announcement from 10 November 2022 for further information.
Our Strategy
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Execute Delivery
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Sustain and Grow Our Production Pipeline
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Accelerate Align and Empower Discovery Our People
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Optimise Capital Strategy and Engagement
Our Values
Honesty
Respect
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Collaboration
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Accountability
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Performance
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Execution of strategy
Sandfire has successfully repositioned itself into a significant, diversified, globally relevant, multi asset copper miner
Delivering growth from long-life assets in Tier-1 copper jurisdictions
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MATSA operational integration and optimisation, with updated Ore Reserve and 5-year optimisation plan
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First production from Motheo expected from early in the June Quarter FY2023, with subsequent A4 expansion to 5.2Mtpa
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Indicative Copper Equivalent Production Profile (ktpa) [(1)(2)]
180
150 Motheo
MATSA development
acquisition
120
90
60
30
-
2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023G 2024F 2025F
Financial Year
DeGrussa MATSA Motheo - T3 Motheo - A4
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Notes: (1) Combined operating scale based on MATSA FY2023 Guidance, MATSA 3-year outlook for FY2024-25, and Motheo DFS indicative production profile based on the outcomes of the 5.2Mtpa Expansion Case DFS in ASX release titled ‘5.2Mtpa Motheo Copper Project Expansion DFS’; (2) Forecast equivalences based on commodity spot prices as at 16 November of US$8,315/t Cu, US$3,087/t Zn, US$2,209/t Pb, US$1,773/oz Au and US$22.0/oz Ag. Historical based on actual achieved prices.
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High quality assets delivering sustainable copper production Feeding the global energy transition from a portfolio of high-quality operations in Tier-1 locations
MATSA Copper Operations, Spain
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FY2023G: 60-65kt Cu; 78-83kt Zn
Cu Zn Pb Ag
Producing 4.7Mtpa 12+ years
Near-mine Resource Growth
Iberian Pyrite Belt Exploration
Motheo Copper Operations, Botswana
Peak production: ~55ktpa Cu (DFS) [(1)]
Cu Ag
Construction 5.2Mtpa 10+ years
A1 Target
Motheo Expansion Exploration
Kalahari Copper Belt Exploration
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Black Butte Copper Project, USA (87%)
LOM Avg Production: 23ktpa Cu
Cu Ag
Feasibility 1.2Mtpa 8+ years
Lowry Deposit
Regional exploration
DeGrussa Copper Operations, Australia
FY2023G: 19-21kt Cu; 12-14koz Au
Cu Au
Producing 1.6Mtpa 31 Jan 2023
DeGrussa Stockpile Processing
Yerrida Regional Exploration
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Status Mine Life Plant Capacity (Ore Tonnes) Upside Potential
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Notes: (1) Sandfire currently expects Motheo to be at a run-rate of 30-35ktpa Cu by end of FY2023 and 50-55ktpa by FY2024.
Robust long term copper outlook Copper is one of the most widely used minerals in clean energy technologies
Growing role for copper in clean energy[(1)]
Cornerstone future-facing metals for the global energy transition, driving copper demand globally
Long term market dynamics support strong prices, despite the recent market volatility
Mined supply forecast to peak in 2024, with sustained deficits to follow beyond 2026
Long development lead times and lack of greenfield discoveries exacerbating copper scarcity
Declining ore quality and grade in new discoveries causing upward pressure on costs
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Global refined copper usage, Mt
60
40
20
0
2021 2025 2030 2035 2040 2045 2050
T&D Auto and charging Solar PV Wind
Battery storage Other power Non-energy transition
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Major copper discovery drought continues [(2)]
US$M
Mt
150 5,000
4,000
100
3,000
2,000
50
1,000
0 0
1990 1995 2000 2005 2010 2015 2020
Copper in reserves, resources and past production (Mt)
Projected new copper from major discoveries (Mt)
Copper exploration budgets ($M) 13
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Notes: (1) Based on S&P Global’s Multitech Mitigation scenario. US values are adjusted to align with Biden administration's net-zero ambitions. T&D = transmission and distribution, PV= photovoltaics, other power includes conventional generation (coal, gas, oil and nuclear), geothermal, biomass, waste, concentrated solar power and tidal; (2) S&P Global Market Intelligence.
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FY2023 - Group operations guidance summary Recent upgrade to group production guidance maintained
FY23 Guidance summary[(1)]
Capex, corporate costs and D+A breakdown (US$)
| MATSA | DeGrussa | Motheo | Group | |
|---|---|---|---|---|
| Copper (kt) | 60-65 | 19-21 | ~4-5 | 83-91 |
| Zinc (kt) | 78-83 | - | - | 78-83 |
| Lead (kt) | 6-10 | - | - | 6-10 |
| Gold (koz) | - | 12-14 | - | 12-14 |
| Silver (Moz) | 2.0-3.0 | ~0.1 | ~0.1 | 2.2-3.2 |
| Operating costs (US$/lb Cu) |
1.78 | 1.54 | see note (2) | 1.72 |
| Capital expenditure (US$) |
120-140 | 0-5 | 200-210 | 320-355 |
Capital expenditure
MATSA & DeGrussa mine development: $80-95M MATSA Sustaining and strategic: $40-50M Motheo construction and development: $200-210M Exploration, evaluation and studies: $35-40M
Corporate costs
Corporate and business development: ~$30M
Depreciation and amortisation MATSA: ~$250M DeGrussa: ~$16M
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Notes: (1) Refer to “Sandfire September 2022 Quarterly Report Presentation” released to the ASX on 20 October 2022 for further information; (2) US$/lb guidance has not been provided for the Motheo Copper Mine during the commissioning phase of production. Metal production guidance represents metal contained in concentrate.
MATSA Indicative FY2023 production and unit cost summary
MATSA Indicative Production Profile
Unit Cost Summary (US$, unaudited)
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----- Start of picture text -----
25,000
FY23 production
:
guidance
20,000
60-65kt Cu [~95%]
78-83kt Zn [~84%]
15,000 ~6-10kt Pb [~90%]
~2.0-3.0Moz Ag [~61%]
Contained [payable%]
10,000
5,000
0
Copper (t) Zinc (t) Lead (t) Silver (Koz)
Q1A Q2I Q3I Q4I
----- End of picture text -----
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----- Start of picture text -----
5.0
4.0
0.84
3.0
0.72
0.29 Mining and
0.72 0.93
2.19 0.32 processing unit
2.0 0.21 0.26 1.00 1.78 costs driven by
0.65 1.81 0.84 marginally lower
0.73
1.0 copper
0.94 1.53
1.19 1.16 1.31 production and
0 higher by energy
costs.
(1.19)
(1.47) (1.41)
(1.0) (1.91)
Controllable site
operating costs
(2.0) generally in line
with plans
(3.0)
FY22Q3 FY22Q4 FY23Q1 FY23G
C1 cash cost buildup (US$/lb payable Cu)
----- End of picture text -----
By-product credit revenue & selling costs Selling costs G&A Processing Mining C1 costs (net)
15
Strong growth pipeline Financial strength supports funding Sandfire’s strong near term growth pipeline
Overall FY23G Progress[(1)] investment investment Motheo – Development and Expansion of the Motheo Copper Mine Construction activities well advanced, with first production scheduled from the June Quarter US$397M[(2)] US$200-210M of FY2023. Expansion of processing capacity to 5.2Mtpa through A4 immediately after. US$242.8M invested into Motheo to-date.
Motheo – Regional Exploration, including A1 Dome
Highly prospective exploration target only 19km from the Motheo Processing Facility with similar structural and lithological setting to the T3 and A4 domes
US$12-14M
MATSA – Infill and Mine Extension Targeting FY2023 drilling program targeting Resource and Reserve growth and near-mine extensions
US$9-11M
MATSA – Regional Exploration
Testing regional exploration targets and enhancing our understanding of the basin through four drill rigs and airborne gravity gradiometry survey
US$8-10M
Investment remaining Investment spent
16
Notes: (1) Relative to total investment into T3 base project (US$325.5M); (2) Incorporating development costs for the A4 Open Pit and 5.2Mtpa plant expansion of US$47.9 million.
Managing external factors Proactively managing external macroeconomic and market factors
Energy costs
Central bank tightening
Broader market factors
-
Russia-Ukraine, Nord Stream gas pipeline disruptions and weather have impacted energy costs
-
Global central bank monetary policy tightening to combat inflation has increased cost of funding
-
Central bank inflation response, geopolitical conditions and China public health policies impacting commodity end markets
Response Response
Response
-
20MW Sotiel Solar farm in progress, estimated completion September 2023
-
Continuing to fund growth projects while de-leveraging post the acquisition of MATSA
-
- Commodity hedging put in place at the time of the MATSA acquisition remain “in the money”[(2)]
-
Negotiating a new supply contract from January 2023 – Entitlement Offer provides additional working capital and considering a hybrid pricing structure of part fixed / part spot financial flexibility as Sandfire deleverages (expected at lower pricing relative to average spot pricing Annual base case financial model ( BCFM
-
throughout CY2022)[(1)]
-
Annual base case financial model ( BCFM ) review process to commence in Q1 CY23 as contemplated in the MATSA Facility documents, provides the opportunity to engage with the facility lenders to consider an extension and/or resculpting future repayments to align with the BCFM and incorporate July 2022 Ore Reserves, production profile and financial parameters
-
Development of a second solar facility near Aguas Teñidas is currently under permit application
-
EU approved gas price cap for Spain and Portugal continues to deliver lower electricity prices than many other parts of Europe
-
Accelerated Resource extension drilling to continue to extend and optimise mine life
-
Current spot energy costs are substantially lower than peaks in Q1 FY23[(1)]
-
Selective QP hedging to lock in recent price improvements on shipped products
-
Adopt prudent approach to capital management – Entitlement Offer provides additional working capital in current environment
17
Notes: (1) Daily price estimate based on OMIP forward curve, plus forecast compensation charge, which finishes in May 2023. Source: https://www.omip.pt/en. (2) Refer to page 34 for further details on hedge book.
Entitlement Offer Overview
Entitlement Offer overview
| Equity Raise Size and Structure |
● A$200M (US$134M(1)) fully underwritten 1 for 8.8 accelerated non-renounceable entitlement offer (“Entitlement Offer”) ─ Eligible shareholders will be invited to subscribe for 1 new fully paid ordinary Sandfire share (“New Shares”) for every 8.8 existing fully paid ordinary Sandfire shares held, as at 7:00pm (AEDT) on 22 November 2022 (“Entitlement Offer Record Date”) ─ The Entitlement Offer is non-renounceable, and entitlements will not be tradeable or otherwise transferable ● Approximately 46.6M New Shares to be issued under the Entitlement Offer representing approximately 11.4% of current issued capital |
|---|---|
| Offer Price | ● The Entitlement Offer will be conducted at A$4.30 per New Share (“Offer Price”) ‒ 10.2% discount to the last closing price of A$4.79 on 17 November 2022 ‒ 9.3% discount to the Theoretical Ex-Rights Price (“TERP”)(2) of A$4.74 based on the last closing price on 17 November 2022 |
| Institutional Entitlement Offer |
● Institutional Entitlement Offer to be conducted on 18 November 2022(3) ● Institutional entitlements not taken up and those of ineligible institutional shareholders will be sold at the Offer Price |
| Retail Entitlement Offer |
● Retail Entitlement Offer to open on 25 November 2022 and closes at 7:00pm (AEDT) on 8 December 2022(3) ● Only eligible shareholders with a registered address in Australia or New Zealand who are not in the United States or acting for the account or benefit of a person in the United States as at the Record Date of 22 November 2022 may participate in the Retail Entitlement Offer ● The Directors who hold shares in the Company intend to participate in the Retail Entitlement Offer |
| Ranking | ● New Shares will rank equally with existing fully paid ordinary Sandfire shares on issue |
| Underwriting | ● The Entitlement Offer is fully underwritten by Macquarie Capital (Australia) Limited(4) ● Material terms of the Underwriting Agreement are set out in the ASX announcement dated 18 November 2022 |
| Legal adviser | ● Gilbert + Tobin has been appointed as legal adviser for the Entitlement Offer |
Notes: (1) Assumes AUD / USD rate of 0.667; (2) The Theoretical Ex-Rights Price ( TERP ) is the theoretical price at which SFR shares should trade after the ex-date for the Entitlement Offer. TERP is calculated by reference to SFR’s closing share price of A$4.79 per share, being the last trading day prior to the announcement of the Entitlement Offer of A$4.30 per share. TERP is a theoretical calculation only and the actual price at which SFR shares trade immediately after the ex-date of the Entitlement Offer will depend on many factors and may not be equal to TERP; (3) These timings are indicative only and subject to variation. SFR reserves the right to alter the timetable at its absolute discretion and without notice, subject to the Listing Rules, Corporations Act and other applicable laws. All references are to Australian Eastern Daylight Time ( AEDT ); (4) AFSL 314416.
19
Sources and uses of funds
Entitlement Offer proceeds primarily used for:
-
Strengthening the balance sheet, providing working capital and enhanced financial flexibility to support deleveraging through the Company’s growth phase[(1)]
-
Ensuring Sandfire remains well funded to progress ongoing strategic growth initiatives across its portfolio
-
MATSA mine extension drilling and ore reserve growth;
-
Motheo A4 progress including approvals and design prior to targeted debt funding; and
-
Kalahari copper belt near mine exploration and A1 drilling
-
Fund increased working capital as Motheo progresses from construction to first production and ramp-up from 1HCY2023
-
Repayment of Corporate Facility[(2)]
Existing cash available of US$162M (as at 31 October 2022) and operating cash flows, to be allocated to:
- US$80M debt repayment on MATSA facility;
| Sources of Funds(3) | A$M | US$M | |
|---|---|---|---|
| Entitlement Offer | 200 | 134 | |
| Total Sources(4) | 200 | 134 | |
| Uses of Funds(3) | A$M | US$M | |
| Repayment of Corporate Facility(2) | 50 | 33 | |
| Strengthen balance sheet, providing working capital and enhanced financial flexibility |
90 | 60 | |
| Growth and exploration projects | 60 | 40 | |
| Total Uses | 200 | 134 |
-
DeGrussa wind down (US$7M) and income tax payment (US$32M); and
-
Fund capex and increased working capital requirements at Motheo as it approaches first processing of ore in June quarter FY2023
Notes: (1) Restrictions in place under the facility agreements (including MATSA Facility and Motheo (T3) Project Finance Facility) may limit ability to repatriate cash across the Group; (2) Sandfire is in discussions with Corporate Facility lenders with regards to a potential 3 month extension to the Corporate Facility which is currently repayable on 31 December 2022; (3) Assumes AUD / USD rate of 0.667; (4) Gross proceeds.
20
Strong balance sheet flexibility post raising Successfully deleveraging the balance sheet from operational cash flows
Significant deleveraging already complete, strong position post Entitlement Offer[(1)(2)(3)(4)(5)]
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----- Start of picture text -----
400
Cash balance will be
US$113M lower than
post-Entitlement
200 Offer pro-forma cash
278 296 balance post the
scheduled debt
162
repayments [(6)]
-
(650) (532) (532) (452)
(200) Post US$80M MATSA
(324) Facility repayment
(Jan 2023)
(458)
(400)
(517)
(55)
(33) (33) US$33M Corporate
(600) (55) (55) Facility repayment
(Dec 2022)
(145)
(800)
MATSA Acqusition Pre-Entitlement Offer Post-Entitlement Offer Post Entitlement Offer
& Scheduled
(Pro-forma)
Debt Repayments
(Pro-forma)
Cash MATSA Facility Corporate debt Motheo (A4) Project Finance Facility Net debt
(US$M)
----- End of picture text -----
Sandfire has been successfully deleveraging the balance sheet since the MATSA acquisition, with operations performing well, and positive operational cash flows, despite falls in commodity prices and cost increases
-
Significant deleveraging of balance sheet since completion of the MATSA acquisition in January 2022, including US$216M of debt repayments
-
US$565M of acquisition debt outstanding (prior to Entitlement Offer) which includes:
-
MATSA Facility: US$532M outstanding as at 31 October 2022
-
Corporate Facility: US$33M[(3)] outstanding as at 31 October 2022 – to be fully repaid post the Entitlement Offer[(7)]
-
Invested US$241M into development of Motheo to date with further funding from drawdowns of Project Funding Facility of US$140M
-
US$55M drawn as at October 2022
-
US$55M further drawdown planned in December 2022
-
Sandfire targeting a further US$40-60M of debt to fund the A4 expansion to 5.2Mtpa (for total Motheo Facility of US$180-200M)
Notes: (1) Per Sandfire management accounts; (2) Gross proceeds from Entitlement Offer (excluding transaction costs); (3) Assumes AUD / USD rate of 0.6667; (4) Pro-forma positions in graph assume the 31 October unaudited cash & debt per Sandfire management accounts, adjusted for debt repayment, and are not a forecast of Sandfire’s financial position; (5) Corporate debt drawn for MATSA Acquisition of A$200M (US$145M based on exchange rate at the time); (6) This excludes any other movements from non-debt repayments and only adjusted for US$33M Corporate Facility and US$80M MATSA Facility repayments; (7) Sandfire is in discussions with Corporate Facility lenders with regards to a potential 3 month extension to the Corporate Facility which is currently repayable by 31 December 2022.
21
Financial position post raising
The Entitlement Offer reduces gearing and enhances balance sheet flexibility
Entitlement Offer strengthens the balance sheet and provides enhanced financial flexibility to support growth objectives[(1)]
-
Pro-forma gearing post Entitlement Offer of ~18%, with enhanced cash position and levers to ensure future funding flexibility including working capital and strong hedge book profile (above spot prices[(2)] )
-
To the extent additional funding is required in the future, flexibility available to progress a range of options including some or all of; existing US$30M of MATSA working capital facilities, extension of the Corporate Facility[(3)] , DeGrussa potential sale (see page 32) and MATSA Facility extension and/or rescultping (referred to below)
-
Post Entitlement Offer, Sandfire is in a strong-capital management position over the medium term enhancing optionality to align future deleveraging with production and cashflow profile
-
Annual base case financial model (BCFM) review process to commence in Q1 CY23 as contemplated in the MATSA Facility documents, provides the opportunity to engage with the facility lenders to consider an extension and/or resculpting future repayments to align with the BCFM and incorporate July 2022 Ore Reserves, production profile and financial parameters
Sandfire capitalisation pre and post Entitlement Offer[(1)]
| Item | Units | Pre-Entitlement Offer |
Entitlement Offer(4) |
Proforma position |
|
|---|---|---|---|---|---|
| Share price (AUD)(5) | A$/sh | 4.79 | 4.30 | 4.74 | |
| Shares on issue(6)(7) | m | 410 | 47 | 457 | |
| Market capitalisation | A$m | 1,965 | 200 | 2,165 | |
| Market capitalisation(8) | US$m | 1,311 | 134 | 1,444 | |
| Unaudited cash (as at 31 October 2022)(9) | US$m | 162 | 134 | 296 | |
| Unaudited total debt (as at 31 October 2022)(9) | US$m | 620 | n/a | 620 | |
| Unaudited net debt (as at 31 October 2022)(9) | US$m | 458 | n/a | 324 | |
| Enterprise value(10) | US$m | 1,768 | n/a | 1,768 | |
| Leverage (Net Debt / FY22 EBITDA) | x | 1.02x | n/a | 0.72x | |
| Gearing (Net Debt / Enterprise Value) | % | 26% | n/a | 18% |
Notes: (1) Certain figures presented on this slide have been rounded to the nearest whole number; (2) Refer to page 34 for further details on hedge book; (3) Sandfire is in discussions with Corporate Facility lenders with regards to a potential 3 month extension to the Corporate Facility which is currently repayable by 31 December 2022; (4) Gross proceeds from Entitlement Offer (excluding transaction costs); (5) Sandfire pre-Entitlement Offer based on last traded price of Sandfire shares of A$4.79 per share as at 17 November 2022, Entitlement Offer price based on the Entitlement Offer Price, Sandfire pro-forma based on TERP. TERP is a theoretical calculation only and the actual price at which Sandfire shares trades immediately following the ex-date for the Entitlement Offer may differ from TERP; (6) Sandfire currently has 410,181,608 ordinary shares on issue, with a further 3,811,952 unquoted securities. As part of the Entitlement Offer, Sandfire will issue ~46.6M ordinary shares under the Entitlement Offer; (7) The Company is also proposing to make an offer of incentive equity securities to Jason Grace in recognition of his role as Acting CEO. The Company has not yet finalised the terms and number of these incentive equity securities, and they are therefore not reflected in this table; (8) Assumes AUD / USD rate of 0.667; (9) Per Sandfire management accounts; (10) Enterprise value ( EV ) equals market capitalisation post Entitlement plus net debt ( ND ) post Entitlement Offer.
22
Entitlement Offer indicative timetable
| Event | Date(1) |
|---|---|
| Announcement of Entitlement Offer, cleansing statement | 18 November 2022 |
| Institutional Entitlement Offer Opens | 18 November 2022 |
| Announcement of results of Institutional Entitlement Offer | 21 November 2022 |
| Trading halt lifted and shares recommence trading | 21 November 2022 |
| Entitlement Offer Record Date | 7:00pm (AEDT), 22 November 2022 |
| Retail Entitlement Offer opens, and Retail Offer Booklet dispatched | 25 November 2022 |
| Settlement of New Shares issued under the Institutional Entitlement Offer | 28 November 2022 |
| Allotment and commencement of trading of New Shares under the Institutional Entitlement Offer | 29 November 2022 |
| Retail Entitlement Offer closes | 7:00pm (AEDT), 8 December 2022 |
| Announcement of results of Retail Entitlement Offer | 13 December 2022 |
| Settlement of New Shares issued under the Retail Entitlement Offer | 14 December 2022 |
| Allotment of New Shares under the Retail Entitlement Offer | 15 December 2022 |
| Commencement of trading of New Shares issued under the Retail Entitlement Offer | 15 December 2022 |
23
Notes: (1) This timetable is indicative only and Sandfire may, at its discretion, vary any of these dates (subject to the ASX Listing Rules, Corporations Act and other applicable laws). All references are to Australian Eastern Daylight Time (AEDT).
Significant, globally relevant copper producer Sandfire is emerging as a meaningful midcap copper player, with a robust growth strategy expected to strengthen its position amongst domestic peers
ASX copper producer universe
A$2.2bn market capitalisation (pro forma post Entitlement Offer)[(1)(2)]
2nd largest ASX copper focused company by market capitalisation[(1)(3)]
In the top 10 largest copper focused companies by market capitalisation on the ASX and TSX[(1)(4)]
Member of the S&P / ASX 200
FY23 guidance of 83-91kt Cu , 78-83kt Zn in addition to 6-10kt Pb, 2.2-3.2Moz Ag & 12-14koz Au
FY22 copper production (kt)[(3)(5)]
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----- Start of picture text -----
1,574 704
----- End of picture text -----
==> picture [366 x 267] intentionally omitted <==
----- Start of picture text -----
Copper focused
producers
Full ramp-up
from T3 and
A4 at Motheo
124 121
98
44 39
25
19
7 4
BHP Rio Tinto OZ Minerals Newcrest Sandfire FY25 Sandfire (FY22) 29metals Evolution Mining South32 Aeris Resources Austral Resources Aurelia
----- End of picture text -----
24
Notes: (1) Market data as at 17 November 2022; (2) Proforma market capitalisation calculated as proforma shares on issue post the Entitlement Offer multiplied by the TERP of A$4.74 per share – refer to slide 22 for further information; (3) ASX copper producers with at least 30% of revenue derived from copper in the latest full year results; (4) ASX and TSX listed copper producers with at least 30% of revenue derived from copper in the latest full year results; (5) Austral Resources production includes July 2022 (no disclosure for the June Quarter 2022 standalone).
Investment highlights
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Positioning into a diversified, sustainable, global copper producer
Increased financial flexibility and capacity to fund growth through market volatility
==> picture [38 x 31] intentionally omitted <==
Refreshed and experienced Board & management, including highly regarded incoming CEO Brendan Harris commencing in April 2023
==> picture [40 x 40] intentionally omitted <==
Robust copper outlook feeding the clean energy transition
Diversified asset base with two long life production hubs in Spain and Botswana
Strong growth platform across development opportunities and exploration targets
25
Appendix A Sandfire Group Overview & Guidance
High quality assets delivering sustainable copper production Feeding the global energy transition from high-quality operations in Tier-1 locations
MATSA Copper Operations, Spain FY2023G: 60-65kt Cu; 78-83kt Zn Cu Zn Pb Ag Producing 4.7Mtpa 12+ years Near-mine Resource Growth Iberian Pyrite Belt Exploration
Motheo Copper Operations, Botswana Peak production: ~55ktpa Cu (DFS)[(1)] Cu Ag Construction 5.2Mtpa 10+ years A1 Target Motheo Expansion Exploration Kalahari Copper Belt Exploration
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----- Start of picture text -----
Black Butte Copper Project, USA (87%)
LOM Avg Production: 23ktpa Cu
Cu Ag
Feasibility 1.2Mtpa 8+ years
Lowry Deposit
Regional exploration
DeGrussa Copper Operations, Australia
FY2023G: 19-21kt Cu; 12-14koz Au
Cu Au
Producing 1.6Mtpa 31 Jan 2023
DeGrussa Stockpile Processing
Yerrida Regional Exploration
----- End of picture text -----
Status Mine Life Plant Capacity (Ore Tonnes) Upside Potential
27
Notes: (1) Sandfire currently expects Motheo production at the end of FY23 to be at run rate production of 30-35ktpa of Cu and at the end of FY24 to be at run rate production of 50-55ktpa.
Rising production Copper and zinc growth
Combined MATSA (4.7Mtpa) and Motheo (5.2Mtpa DFS) operating scale[(][1) ] producing:
~110-120ktpa contained copper
~80-100ktpa contained zinc
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----- Start of picture text -----
Copper Dominant
120,000 Revenue Stream [(2)]
100,000
80,000
60,000
Indicative Value of Payable Metal – FY2023-2025
40,000
Copper Zinc Lead Gold Silver
20,000
0
Copper (t) Zinc (t) Lead (t) Gold (oz) Silver (koz)
FY2023 FY2024 FY2025
----- End of picture text -----
28
Notes: (1) Combined operating scale based on MATSA FY2023 Copper Guidance 60-65ktpa, MATSA Guidance and indicative 3-year outlook for Zinc mid-point of 78-83ktpa moving to ~100ktpa in FY2025 and Motheo DFS indicative production profile based on the outcomes of the 5.2Mtpa Expansion Case DFS in ASX release titled ‘5.2Mtpa Motheo Copper Project Expansion DFS’; (2) Payable metal value based on commodity spot prices (per FactSet) as at 16 November of US$8,315/t Cu, US$3,087/t Zn, US$2,209/t Pb, US$1,773/oz Au and US$22.0/oz Ag.
MATSA FY2023 Production Guidance
t
==> picture [869 x 331] intentionally omitted <==
----- Start of picture text -----
In US$ (Unaudited) t %
5,000,000 8.0
Production: Capital expenditure: 4,500,000
7.0
60-65kt Cu [~95%] $80-90M Mine 4,000,000
6.0
development 3,500,000
78-83kt Zn [~84%]
5.0
3,000,000
$40-50M Sustaining
~6-10kt Pb [~90%] & Strategic 2,500,000 4.0 4.0
3.4
2,000,000
~2.0-3.0Moz Ag [~61%] 3.0
2.7
1,500,000 2.4
2.2 2.2
Contained [payable%] 2.0
1,000,000 1.5 1.7 1.7 1.7
1.2
1.0
500,000 0.7
- -
Aguas Aguas Magdalena Magdalena Sotiel Sotiel Total Total Total Total
Tenidas Tenidas (CU) (Poly ) (CU) (Poly) (CU) (Poly) Mined Processed
(CU) (Poly)
----- End of picture text -----
Tonnes Cu grade (%) Zn grade (%)
29
MATSA Indicative FY2023 production and unit cost summary
MATSA Indicative Production Profile
Unit Cost Summary (US$, unaudited)
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----- Start of picture text -----
25,000
20,000
15,000
10,000
5,000
0
Copper (t) Zinc (t) Lead (t) Silver (Koz)
----- End of picture text -----
Q1A Q2I Q3I Q4I
==> picture [405 x 300] intentionally omitted <==
----- Start of picture text -----
5
4
0.84 Mining and
3
0.72 processing unit
0.29
0.72 0.93 2.19 0.32 costs driven by
2 0.21 0.26 1.00 1.78 marginally lower
1.81 0.84 copper
0.65
0.73 production and
1
0.94 1.53 higher by energy
1.19 1.16 1.31
costs.
0
Controllable site
(1.19)
(1.47) (1.41) operating costs
(1) (1.91)
generally in line
with plans
(2)
(3)
FY22Q3 FY22Q4 FY23Q1 FY23G
By-product credit revenue & selling costs Selling costs
G&A Processing
Mining C1 costs (net)
C1 cash cost buildup (US$/lb payable Cu)
----- End of picture text -----
30
Motheo Copper Mine
75% complete[(1)] – On track for first production in Q4FY23
In US$
Development capital estimated at $397.4M (displayed in graph)
-
Motheo (3.2Mtpa and T3) $325.5M
-
Motheo (5.2Mtpa expansion and A4) $71.9M
-
At 31 October 2022, $242.8M invested
LOM capital estimated at $499M
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----- Start of picture text -----
70 400
350
60
300
50
250
40
200
30
150
20
100
10
50
0 -
Q3 FY21 Q4 FY21 Q1 FY22 Q2 FY22 Q3 FY22 Q4 FY22 Q1 FY23 Q2 FY23 Q3 FY23 Q4 FY23 Q1 FY24 Q2 FY24 Q3 FY24
Actuals Actuals Actuals Actuals Actuals Actuals Actuals Forecast Forecast Forecast Forecast Forecast Forecast
Millions
Millions
----- End of picture text -----
Construction Treatment Plant Tailings & Water Owners Project Costs Cumulative Project Costs (Actual + Forecast)
Mining Infrastructure Management Motheo A4 Development
31
Notes: (1) Based on initial 3.2Mtpa and T3 development.
DeGrussa
FY2023 Production Guidance (7 months to January 2023)
==> picture [871 x 335] intentionally omitted <==
----- Start of picture text -----
In US$ (Unaudited) t %
1,000,000 8.0
Production : Capital expenditure: 900,000
7.0
6.8
800,000
19-21kt Cu [~95%] $2.1M Mine
6.0
development 700,000
12-14koz Au [~91%]
5.0
600,000
~0.1Moz Ag [~84%] 500,000 3.9 4.0
Contained [payable] 400,000 3.1 3.0
2.8
300,000
2.0
1.8
200,000 1.5
1.4
Sandfire has commenced a strategic review into the DeGrussa Operation, and 1.1 1.0 1.0
100,000
Doolgunna exploration portfolio, which includes processing extension studies,
0.4
potential sale and/or winddown options. No decision has been made, and - -
DeGrussa Monty Total Mined Stockpiles Total Processed
Sandfire will communicate any updates to the market
Tonnes Cu grade (%) Au grade (g/t)
----- End of picture text -----
32
Strong growth pipeline
High quality development opportunities and a global exploration portfolio in Tier-1 jurisdictions
Development into production
Mine life extension potential
Motheo – Development and Expansion
Motheo – Regional Exploration, including A1 Dome
Construction activities well advanced, with first ore processing scheduled from early in the June Quarter of FY2023 (see slides 42 to 51 for further detail). Expansion of processing capacity to 5.2Mtpa through A4
Highly prospective exploration target only 19km from the Motheo Processing Facility with similar structural and lithological setting to the T3 and A4 domes (see slides 49 and 50 for further detail)
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----- Start of picture text -----
60,000 1.20
50,000 1.00
40,000 0.80
30,000 0.60
20,000 0.40
10,000 0.20
0 0.00
2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033
Financial Year
T3 Copper Contribution A4 Copper Contribution Mined Copper Grade
Tonnes
----- End of picture text -----
MATSA - Infill and Mine Extension
FY2023 drilling program targeting Resource and Reserve growth and near-mine extensions (see slide 40 for further detail)
MATSA - Regional Exploration
Testing regional exploration targets and enhancing our understanding of the basin through four drill rigs and airborne gravity gradiometry survey (see slide 41 for further detail)
33
Debt summary and repayment profile Robust repayment profile which is de-risked by the existing hedges
| MATSA Facility (Tenor to FY27) |
80 94 76 62 57 50 46 44 23 3 6 6 14 15 15 14 14 14 14 14 10 32 32 80 97 82 68 71 65 61 58 37 14 14 14 10 0 20 40 60 80 100 120 1H FY23 2H FY23 1H FY24 2H FY24 1H FY25 2H FY25 1H FY26 2H FY26 1H FY27 2H FY27 1H FY28 2H FY28 1H FY29 2H FY29 MATSA Motheo (excl. A4) Corporate • US$532M outstanding, reducing to US$452M outstanding following US$80M repayment scheduled for January 2023 • Annual base case financial model (BCFM) review process as contemplated in the MATSA facility documents provides opportunity to extend and/or resculpt facility repayment schedule in 1QCY23 to incorporate July 2022 Ore Reserves and production profile • A$50M (US$33M)(1) outstanding • To be repaid following completion of Entitlement Offer • US$140M Project Finance Facility • US$55M drawn in October 2022, US$55M planned December 2022, and US$30m planned in March 2023 • As announced previously, targeting a further US$40-60M to fund A4 expansion to 5.2Mtpa at Motheo (mid CY2023) • Copper: 52,548t at US$9,144/t (~10% above current spot copper price) • Zinc: 61,738t at US$2,773/t Current repayment profile (US$M) (4)(5) |
80 94 76 62 57 50 46 44 23 3 6 6 14 15 15 14 14 14 14 14 10 32 32 80 97 82 68 71 65 61 58 37 14 14 14 10 0 20 40 60 80 100 120 1H FY23 2H FY23 1H FY24 2H FY24 1H FY25 2H FY25 1H FY26 2H FY26 1H FY27 2H FY27 1H FY28 2H FY28 1H FY29 2H FY29 MATSA Motheo (excl. A4) Corporate • US$532M outstanding, reducing to US$452M outstanding following US$80M repayment scheduled for January 2023 • Annual base case financial model (BCFM) review process as contemplated in the MATSA facility documents provides opportunity to extend and/or resculpt facility repayment schedule in 1QCY23 to incorporate July 2022 Ore Reserves and production profile • A$50M (US$33M)(1) outstanding • To be repaid following completion of Entitlement Offer • US$140M Project Finance Facility • US$55M drawn in October 2022, US$55M planned December 2022, and US$30m planned in March 2023 • As announced previously, targeting a further US$40-60M to fund A4 expansion to 5.2Mtpa at Motheo (mid CY2023) • Copper: 52,548t at US$9,144/t (~10% above current spot copper price) • Zinc: 61,738t at US$2,773/t Current repayment profile (US$M) (4)(5) |
80 94 76 62 57 50 46 44 23 3 6 6 14 15 15 14 14 14 14 14 10 32 32 80 97 82 68 71 65 61 58 37 14 14 14 10 0 20 40 60 80 100 120 1H FY23 2H FY23 1H FY24 2H FY24 1H FY25 2H FY25 1H FY26 2H FY26 1H FY27 2H FY27 1H FY28 2H FY28 1H FY29 2H FY29 MATSA Motheo (excl. A4) Corporate • US$532M outstanding, reducing to US$452M outstanding following US$80M repayment scheduled for January 2023 • Annual base case financial model (BCFM) review process as contemplated in the MATSA facility documents provides opportunity to extend and/or resculpt facility repayment schedule in 1QCY23 to incorporate July 2022 Ore Reserves and production profile • A$50M (US$33M)(1) outstanding • To be repaid following completion of Entitlement Offer • US$140M Project Finance Facility • US$55M drawn in October 2022, US$55M planned December 2022, and US$30m planned in March 2023 • As announced previously, targeting a further US$40-60M to fund A4 expansion to 5.2Mtpa at Motheo (mid CY2023) • Copper: 52,548t at US$9,144/t (~10% above current spot copper price) • Zinc: 61,738t at US$2,773/t Current repayment profile (US$M) (4)(5) |
80 94 76 62 57 50 46 44 23 3 6 6 14 15 15 14 14 14 14 14 10 32 32 80 97 82 68 71 65 61 58 37 14 14 14 10 0 20 40 60 80 100 120 1H FY23 2H FY23 1H FY24 2H FY24 1H FY25 2H FY25 1H FY26 2H FY26 1H FY27 2H FY27 1H FY28 2H FY28 1H FY29 2H FY29 MATSA Motheo (excl. A4) Corporate • US$532M outstanding, reducing to US$452M outstanding following US$80M repayment scheduled for January 2023 • Annual base case financial model (BCFM) review process as contemplated in the MATSA facility documents provides opportunity to extend and/or resculpt facility repayment schedule in 1QCY23 to incorporate July 2022 Ore Reserves and production profile • A$50M (US$33M)(1) outstanding • To be repaid following completion of Entitlement Offer • US$140M Project Finance Facility • US$55M drawn in October 2022, US$55M planned December 2022, and US$30m planned in March 2023 • As announced previously, targeting a further US$40-60M to fund A4 expansion to 5.2Mtpa at Motheo (mid CY2023) • Copper: 52,548t at US$9,144/t (~10% above current spot copper price) • Zinc: 61,738t at US$2,773/t Current repayment profile (US$M) (4)(5) |
|---|---|---|---|---|
| 0 20 40 60 80 100 120 |
80 94 76 62 57 50 46 44 23 3 6 6 14 15 15 14 14 14 14 14 10 32 32 80 97 82 68 71 65 61 58 37 14 14 14 10 MATSA Motheo (excl. A4) Corporate (4)(5) |
|||
| Corporate facility (Tenor to mid-FY23)(2) |
||||
| Motheo Project Finance Facility (Tenor to FY29) |
||||
| Hedge book(3) | ||||
| 1H FY23 2H FY23 1H FY24 2H FY24 1H FY25 2H FY25 1H FY26 2H FY26 1H FY27 2H FY27 1H FY28 2H FY28 1H FY29 2H FY29 |
||||
34
Notes: (1) Assumes AUD / USD rate of 0.667; (2) Sandfire is in discussions with lenders with regards to a potential 3 month extension to the Corporate Facility which is currently repayable on 31 December 2022; (3) Excludes QP hedging; (4) 1H FY23 excludes repayments already completed in September 2022, MATSA repayment of US$118M and Corporate Facility repayment of US$98M; (5) Being repaid from Entitlement Offer proceeds.
Sustainability Our ESG Pillars[(1)]
Our ESG Pillars describe the ESG areas that are key drivers for our sustainability outcomes.
ESG Pillars are structured to recognise the different social, community and operational contexts we operate within.
ESG pillars are supported throughout by strong systems which is a key aspect of our business-wide approach to effective governance.
During the 2022 reporting year, significant focus was placed on the development of critical emission reduction targets for the business. As a result, we announced the first of our new ESG Goals:
-
A commitment to an interim company-wide renewable electricity target of 50% by 2030
-
A commitment to a company-wide net zero by 2050 target, covering Scope 1 and 2 emissions for all sites under operational control
ESG Pillars and select 2022 highlights
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----- Start of picture text -----
$700k 3.8 TRIFR
spent on community decreased from
development 4.0 in FY2021
worldwide
15%
Reduction in
ABC MATSA externally
Targeted training sourced
delivered freshwater use
in first year of
ownership
2,962 50%
Hectares rehabilitated Renewable energy
or restored target by 2030
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35
Notes: (1) Refer to Sandfire’s 2022 sustainability report for further details.
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MATSA Operations
- Aguas Teñidas Mine
Exploration
-
Iberian Pyrite Belt tenure
-
Magdalena Mine
-
Sotiel Mine
-
4.7Mtpa Processing Plant
MATSA
Establishing a base for multi-decade operations
Optimisation and implementation of our 5-year Plan
-
Safety improvement – driving culture and accountability
-
Focus on key drivers of value
-
Stabilise mine productivity to 4.7Mtpa
-
Mineral Resource to Ore Reserve conversion to extend the mine life of existing mines and enhance operational planning
-
Near-mine Mineral Resource extensions at existing mines
-
Regional exploration campaign to underpin future expansions of throughput and mine life
37
MATSA
Our cornerstone asset
| Stage Objectives Outcome |
Phase 1(Day 1 to Year 1) | Phase 2(Years 2 to 5) | Phase 3(Years 5+) | ||
|---|---|---|---|---|---|
| Integration and initial optimisation programs set Delivered MATSA Mineral Resource increase of 21% and MATSA Ore Reserve increase of 3% Operational integration, strategy alignment and reporting Optimise & implement 5-year plan Mineral Resource and Ore Reserve updates COMPLETE ONGOING COMPLETE |
Define growth pathway Additional regional hubs Maximise existing processing hub Evaluate expansion beyond 5Mtpa Continued regional exploration and near mine resource extensions Iberian Pyrite Belt opportunities Portugal hub Mineral Resource and Ore Reserve updates |
38
MATSA
Energy Costs
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----- Start of picture text -----
Spanish Daily Power Prices [(1)]
€ /MWh
Historic spike in European Energy Response: 600 Daily Price
costs:
•
Actual Electricity Price for 3 •
20MW Sotiel Solar farm in progress,
months to SEP22
estimated completion September 2023 500
was €270/MWh. However prices • Sandfire is engaging with major
have moderated in October as
electricity providers through a third party
overall Spanish demand has expert for an ongoing supply contract – 400
reduced.
this may be under a hybrid pricing
• EU approved Gas price cap for
structure (partial fixed / partial spot) –
Spain and Portugal continues to 300
targeting to have this in place by end of
deliver lower electricity prices
CY23
than many other parts of
Europe. • Development of a second solar facility 200
• Spikes caused by Russia- near Aguas Teñidas is currently under
permit application
Ukraine, Nord Stream gas
• The gas compensation charge is 100
pipeline disruptions and extreme
expected to be abolished in May
weather impacting infrastructure
and driving demand.
0
• Current forecast is €260-
270/MWh for Q2 FY23 [(1)] 2019 2020 2021 2022 2023
Year
39
1/01/2019 1:00 2/27/2019 1:00 4/25/2019 0:00 6/21/2019 0:00 8/17/2019 0:00 10/13/2019 0:00 12/09/2019 1:00 2/04/2020 1:00 4/01/2020 0:00 5/28/2020 0:00 7/24/2020 0:00 9/19/2020 0:00 11/15/2020 1:00 1/11/2021 1:00 3/09/2021 1:00 5/05/2021 0:00 7/01/2021 0:00 8/27/2021 0:00 10/23/2021 0:00 12/19/2021 1:00 2/14/2022 1:00 4/12/2022 0:00 6/08/2022 0:00 4/08/2022 30/09/2022 26/11/2022 22/01/2023 20/03/2023 16/05/2023
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Historic spike in European Energy Response: costs:
Notes: (1) Daily price estimate based on OMIP forward curve, plus forecast compensation charge, which finishes in May 2023. Source: https://www.omip.pt/en and https://www.omie.es/en/
MATSA Infill and Mine Exploration R&R Growth and Extensional Targets
FY2023 drilling program targeting R&R growth and near-mine extensions
-
67,000m of infill drilling across the three mines to lift Resources to higher-confidence categories and drive conversion to Reserves (~18,000m completed FY23 YTD)
-
36,000m of Mine Exploration drilling
-
Magdalena - Down-plunge extensions at Masa 2 West, Masa 2 Deep and Masa Gold
-
Aguas Teñidas - Extensional targets at Aguas Teñidas Deeps, Western Extension and Castillejito East
-
Sotiel - Step-out drilling targeting off-sets at Migolas East and Elvira
-
~10,800m completed FY23 YTD
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----- Start of picture text -----
Magdalena
Concepcion
Aguas Teñidas
----- End of picture text -----
40
MATSA Regional Exploration Exploration Potential
Testing regional exploration targets and enhancing our understanding of the basin
-
Four drill rigs active on testing exploration targets in Spain, one in Portugal
-
Large airborne gravity gradiometry survey to aid understanding of the basin
-
Historical seismic surveys reprocessed with new techniques, advancing our understanding of the basin
-
Low tenor mineralisation returned at La Corte prospect
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41
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Motheo Copper Mine
-
T3 Deposit Development
-
• A4 Deposit Expansion Project
Exploration
-
Motheo Expansion Project
-
• Kalahari Copper Belt tenure
Motheo Copper Project Building a world-class copper mine
Development of the 3.2Mtpa Motheo Copper Mine is proceeding on time with first production scheduled from early in the June Quarter of FY23
-
Construction activities well advanced
-
Over 1,800 personnel currently on site
-
First ore mined to stockpiles
-
SAG mill and primary crusher installation has commenced
Positive 5.2Mtpa Motheo Expansion Case Definitive Feasibility Study (DFS):
-
Positive DFS confirms strong business case for development of the A4 Deposit as part of an expanded 5.2Mtpa Motheo Production Hub
-
Outstanding project economics including a pre-tax NPV7% of US$548M and IRR of 29%
Sandfire is funding the development of the Motheo Copper Mine through a combination of cash and project debt
-
US$140M Project Finance Facility executed with Société Générale and Nedbank
-
Facility based on 3.2Mtpa development, with integration of the 5.2Mtpa Motheo Expansion Case DFS scheduled following grant of the A4 Deposit Mining Licence
-
First concentrate scheduled for early in the June Quarter of FY23
43
5.2Mtpa Motheo Expansion Expansion Case DFS
Positive DFS confirms strong business case for development of the A4 Deposit as part of an expanded 5.2Mtpa Motheo Production Hub
Combined Total Ore Reserve for both the A4 Deposit and T3 Deposit:
- 49.6Mt at 1.0% Cu and 14g/t Ag for 474kt of contained copper and 21.3Moz of contained silver[(1)]
DFS shows outstanding project economics from an expanded 5.2Mtpa processing operation, mining both the T3 and A4 Deposits:
-
Pre-tax NPV7% of US$548M and IRR of 29%
-
10-year mine life, peak production of 55ktpa
-
440kt Cu and 18.4Moz Ag LOM production
-
LOM all-in sustaining costs of US$1.79/lb
Total development capital for the Motheo Copper Project expansion case estimated at US$397.4
million , incorporating development costs for the A4 Open Pit and 5.2Mtpa plant expansion of US$47.9 million
Subject to contract award timing, site construction activities for the process plant expansion scheduled to commence in the March Quarter of FY23 with
increased plant throughput at 5.2Mtpa expected to commence around the March Quarter of FY24
44
Notes: (1) Refer to the Company’s ASX announcements titled, ‘A4 Ore Reserve and Motheo Expansion PFS’ dated 22 September 2022, and ‘Sandfire Approves Development of new Long-life Copper Mine’ dated 1 December 2020 for details.
5.2Mtpa Motheo Expansion case (DFS) Copper production ramping up to peak ~55ktpa
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----- Start of picture text -----
t %
60,000 1.20
50,000 1.00
40,000 0.80
30,000 0.60
20,000 0.40
10,000 0.20
0 0.00
2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033
Financial Year
T3 Copper Contribution A4 Copper Contribution Mined Copper Grade
Tonnes
----- End of picture text -----
45
5.2Mtpa Motheo Expansion Expansion Case DFS Key Outcomes
| Key Drivers | Unit | 5.2Mtpa DFS |
|---|---|---|
| Physicals | ||
| Life of Mine(processing) | Years | 10.0 |
| Waste : Ore(inc.pre-strip) | 6.2 | |
| Cugrade | % | 0.94 |
| Ag grade | g/t | 13.1 |
| Cu recovery | % | 92.9 |
| Agrecovery | % | 86.4 |
| Cu in concentrate | kt | 440 |
| Ag in concentrate | Moz | 18.4 |
| Key Drivers Unit |
5.2Mtpa DFS |
|---|---|
| Economic | |
| Cuprice(LOM average)(1) US$/lb Ag price(LOM average) US$/oz LOM Revenue US$’B Capex: Development & Pre-strip US$'M |
3.57 |
| 20.00 | |
| 3.7 | |
| 397 | |
| Capex: LOM US$'M |
499 |
| Net cash flow(pre-tax) US$'M |
1,071 |
| NPV(pre-tax,real,7.0%) US$'M |
548 |
| NPV(post-tax,real,7.0%) US$'M |
339 |
| IRR(pre-tax,real) % |
29.0 |
| Capitalpayback(from 1st production) Years |
3.3 |
| C1: LOM US$/lb |
1.47 |
| AISC: LOM US$/lb |
1.79 |
46
Notes: (1) Financial outcomes from the 5.2Mtpa PFS released on 22 September 2021 have been updated using an assumed copper price of US$3.57/lb (compared with US$3.49/lb used in the 22 September 2021 ASX announcement), reflecting long-term consensus forecasts, and bringing them in-line with the assumptions used in the Expansion Case 5.2Mtpa DFS reported in this announcement.
Motheo Copper Mine 5.2Mtpa Indicative Development Timeline
| Mining LicenceApproval & Land Titles | ||||||||
|---|---|---|---|---|---|---|---|---|
| Process Plant Engineering & Pre-Construction Works |
||||||||
| Accommodation Facility | ||||||||
| 132KV Powerline & Sub-stations Design & Construction |
||||||||
| 3.2Mtpa Process Plant Construction | ||||||||
| Mining Contractor Mobilisation& Establishment | ||||||||
| Mining – T3 | ||||||||
| 3.2Mtpa Process Plant Commissioning | ||||||||
| 3.2Mtpa Process Plant Ramp-Up & Production | ||||||||
| A4 Environmental Approvals & Mining Licence | ||||||||
| A4 Dewatering Infrastructure | ||||||||
| Mining – A4 | ||||||||
| 5.2Mtpa Process Plant Expansion Construction | ||||||||
| 5.2Mtpa Process Plant Ramp-Up & Production | ||||||||
| 2024 | ||||||||
| ~~Financial Year~~ | 2021 | 2022 | 2 | 023 | 2025 |
47
Motheo Copper Mine
75% complete[(1)] – On track for first production in Q4FY23
In US$
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----- Start of picture text -----
70 400
Development capital estimated at $397.4M
350
(displayed in graph) 60
300
• 50
Motheo (3.2Mtpa and T3) $325.5M
250
• 40
Motheo (5.2Mtpa expansion and A4) $71.9M
200
30
•
At 31 October 2022, $242.8M invested
150
20
LOM capital estimated at $499M 100
10
50
- -
Q3 FY21 Q4 FY21 Q1 FY22 Q2 FY22 Q3 FY22 Q4 FY22 Q1 FY23 Q2 FY23 Q3 FY23 Q4 FY23 Q1 FY24 Q2 FY24 Q3 FY24
Actuals Actuals Actuals Actuals Actuals Actuals Actuals Forecast Forecast Forecast Forecast Forecast Forecast
Construction Mining
Treatment Plant Infrastructure
Tailings & Water Management
Owners Project Costs Motheo A4 Development
Cumulative Project Costs (Actual + Forecast)
Millions
Millions
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48
Notes: (1) Based on initial 3.2Mtpa and T3 development.
Motheo Exploration Dominant position in an emerging belt
Land holding more than 26,000km[2] of the Kalahari Copper Belt
-
Under-explored and globally significant copper terrane
-
Only 643 holes drilled in 15 years of regional exploration
-
Regional geophysical data collection to enable a holistic basin scale approach to targeting
-
Collaborative relationships with academia and industry counterparts to increase geological understanding
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49
Motheo Exploration A1 Satellite Prospect
A1 Dome, an emerging mineral system 19km from the Motheo Copper Mine
-
Mineralisation identified over 1.8km and remains open to the NE and up/down dip
-
35 holes completed on ~200m spaced grid, assays received for 25 holes[1]
-
Mineralisation occurs as semi-massive bornite, covellite, chalcocite and chalcopyrite within quartz-carbonate veins, with additional copper sulphides disseminated along bedding planes
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1 - Refer to Sandfire’s ASX Announcement titled, ‘Motheo A1 Satellite Prospect Exploration Update’ released on 20 October 2022 for details.
Motheo Supporting our communities
Our Motheo community framework pillars
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Community Health Improved outcomes for the physical and mental wellbeing of the broader community
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Education
Youth Development Promote training and employment opportunities to youths within our local communities
Women Empowerment Support equality, inclusiveness and empowering women
Encourage attendance in schools, improve learning outcomes among young children and provide capacity building
51
Appendix D Key Risks
Key risks
1. ENTITLEMENT OFFER RISKS
Underwriting
The Company has entered into an underwriting Agreement with Macquarie Capital Limited (Underwriter) ( Underwriting Agreement ). Pursuant to the Underwriting Agreement, the Company appointed the Underwriter as sole bookrunner and lead manager to the Entitlement Offer, and the Underwriter has agreed to fully underwrite the Entitlement Offer. See the Company’s ASX announcement and Appendix 3B dated 18 November 2022 for further details of the material terms of the Underwriting Agreement.
Given the structure of the Entitlement Offer, in which the Institutional Entitlement Offer settles before the Retail Entitlement Offer, there is a risk that the Underwriting Agreement may terminate before or after the Institutional Entitlement Offer has settled.
If the Underwriting Agreement is terminated and the Entitlement Offer does not proceed or does not raise the funds required for the Company to meet its stated objectives, the Company would be required to find alternative financing or curtail its activities. In those circumstances, there is no guarantee that alternative funding could be sourced in the time required or at all or that the Company would be able to successfully negotiate the terms of any debt or equity funding arrangements in those circumstances.
Potential for dilution and control risk
Upon completion of the Entitlement Offer, the number of Shares in the Company will increase from 410,181,608 to up to approximately 456.8M. This equates to approximately 11.4% of all the issued Shares in the Company immediately following completion of the Entitlement Offer. This means that to the extent Shareholders do not participate in the Entitlement Offer their percentage holding in the Company will be lower following completion of the Entitlement Offer.
ASX quotation
A decision by ASX to grant Official Quotation of the New Shares is not to be taken in any way as an indication of ASX’s view as to the merits of the Company, or the New Shares now offered for subscription.
2. COMPANY RISKS
Share market conditions
There are risks associated with any investment in securities. Publicly listed securities and, in particular, securities of mining and exploration companies, have experienced extreme price and volume fluctuations that have often been unrelated to the operating performances of such companies. General factors that may affect the market price of shares include variations in commodity prices, economic conditions in both Australia and internationally, investor sentiment and local and international share market conditions, changes in interest rates and the rate of inflation, the global security situation and the possibility of terrorist disturbances, geopolitical conditions, changes to government regulation, policy or legislation, changes which may occur to the taxation of companies as a result of changes in Australian and foreign taxation laws, changes to the system of dividend imputation in Australia, and changes in exchange rates.
These factors may materially affect the market price of the Company’s Shares, regardless of the Company’s operational or financial performance. The past performance of the Company is not necessarily an indication as to the future performance of the Company. There can be no guarantee that there will continue to be an active market for the Company’s Shares or that the price of the Company’s Shares will increase. Neither the Company nor the Company’s Board warrants the future performance of the Company or any return on an investment in the Company.
53
Key risks (cont.)
Dividends
The Company does not have an official dividend policy however it has a history of paying dividends in respect of financial periods prior to completion of the acquisition of MATSA. The payment of dividends (if any) by the Company is determined by the Company Board from time to time at its discretion and is dependent upon factors including the profitability and cash flow of the Company’s business at the relevant time. Any dividends paid by the Company in the future will be subject to similar considerations. The Company operates in a cyclical sector, in which financial characteristics (such as commodity prices, foreign exchange rates and energy costs) vary and as a result will have an impact on profit and cash flow generation. This may result in variations in the capability of the Company to make dividend payments to shareholders through varying business cycles.
Commodity price volatility
The Company’s revenues and cash flows are derived from the sale of copper, zinc, lead, silver and gold. The financial performance of the Company will be exposed to fluctuations in the prices of these commodities.
Commodity prices may be influenced by numerous factors and events which are beyond the control of the Company, including supply and demand fundamentals, currency exchange rates, interest rates, general economic, political and regulatory conditions, government imposed pandemic public health policies, speculative activities and other factors. These factors may have a positive or negative effect on the Company’s product development and production plans and activities, together with the ability to fund those plans and activities. If the prices of precious metals and other minerals drop significantly, the economic prospects of the Company’s operating mines and projects could be significantly reduced or rendered uneconomic. There is no assurance that even if commercial quantities of ore are discovered in new areas, a profitable market may exist for the sale of the same.
The Company does not have a policy in place to actively take steps to hedge its currency or commodity risks but may from time to time enter into derivative financial instruments with various counterparties, principally financial institutions with investment grade credit ratings, in order to reduce the exposure to fluctuations in copper price during the Quotational period (QP). The hedges are generally in the form of QP hedging via copper swaps to either fix the price of sales at the time of shipment or to reduce the length of the QP, therefore reducing the short and medium term exposure to the market price of metal for completed or imminent shipments. The Company will still be exposed to spot prices for the remainder of its anticipated future production of these and other commodities. Further, there is a potential impact of differential metal prices arising from the move to a lower carbon environment. The Company cannot provide any assurance as to the prices that the Company will achieve for its commodities in the future, or that there will always be a market for products.
Foreign exchange rates
The Company is an Australian business that reports in US dollars with the Company’s revenue derived from the sale of commodities that are typically priced in US dollars. The majority of its costs as they relate to MATSA, and Australia operations are usually denominated in Euros and Australian dollars respectively, the Motheo project based in Botswana includes exposure on the cost side to US dollars, the Botswanan Pula and South African Rand while the Black Butte project in Montana USA has exposure to the US Dollar. Therefore, the Company will be exposed to movements in foreign exchange rates (in particular, the US dollar-to-Australian dollar and Euro and Botswanan Pula-to-Australian or US dollar exchange rates), the impact of which cannot be predicted reliably.
The Company may from time to time put in place certain derivative financial instruments in an attempt to mitigate some of its exposure to foreign exchange rates. However, the Company will still be exposed to foreign exchange risk in relation to currency that has not been hedged and in respect of foreign currency that is hedged, the potential that the spot currency rates outperform the hedged rates.
Bribery and corrupt practices
The Company’s operations are governed by, and involve interaction with, many levels of government in Australia, the United States of America, the UK, Botswana and Spain. The Company is subject to various anticorruption laws and regulations which prohibit a company and its employees or intermediaries from bribing or making improper payments to foreign officials or other persons to obtain or retain business or gain some other business advantage.
54
Key risks (cont.)
The Company maintains anti-bribery policies, anti-corruption training programs, codes of conduct, procedures and other safeguards designed to prevent the occurrence of fraud, bribery and corruption. Botswana and Spain are lower on the Transparency International Corruption Perceptions Index for 2021 than Australia. However, wherever the Company operates it always needs to be aware of the potential risk of fraud, bribery and corruption. The Company is reviewing its compliance frameworks with a focus on best practice in this area, but this will not mitigate all potential risk. IAs instances of fraud, bribery and corruption, and violations of laws and regulations could have a material adverse effect on the Company’s reputation, business, results of operations, financial condition and the price of shares of the Company.
The Company has and will engage a number of consultants and contractors globally in connection with its business operations and, although the Company believes its agreements are entered into on arm’s length commercial terms and seeks appropriate comfort from consultants and contractors, as well as requiring its consultants and contractors to adhere to the highest standards in line with the Company’s policies, there is a risk that agents or other persons or representatives acting on behalf of the Company may engage in corrupt activities without the knowledge of the Company.
Operational uncertainty
As with any mining company the Company’s assets and mining operations will be subject to uncertainty with respect to (among other things): ore tonnes, mine grade, ground conditions, metallurgical recovery or unanticipated metallurgical issues (which may affect extraction costs), infill resource drilling, mill performance, the level of experience of the workforce, operational environment, funding for development, regulatory changes, accidents and other unforeseen circumstances such as unplanned mechanical failure of plant or equipment, storms, floods, bushfires or other natural disasters. The occurrence of any of these circumstances could result in the Company not realising its operational or development plans, or plans costing more than expected or taking longer to realise than expected. Any of these outcomes could have an adverse effect on the Company’s financial and operational performance.
The speculative nature of resource exploration and development as mining activities will deplete the reserves and resources of the Company, the ability to continually find or replace reserves and resources is important for the ongoing stability of the Company’s operations.
Exploration on the Company’s existing exploration and mining concessions may be unsuccessful, resulting in a reduction of the value of those concessions, diminution in the cash reserves of the Company and possible relinquishment of the exploration and mining concessions.
Performance data on the processed grade and metallurgical performance of the mineralisation versus the model is also considered in the Mineral Resource estimation process.
The success of the Company depends on successful exploration and definition of reserves, design and construction of efficient processing facilities, competent operation and management, proficient financial management, access to required development capital (to the extent not able to be funded from cash flow), movement in the price of commodities, securing and maintaining title to the Company’s pre-existing exploration and mining concessions and obtaining all consents and approvals necessary for the conduct of its exploration activities. Failure in any of these areas will adversely impact the profitability and financial position of the Company. For example, MATSA has a tailings dam which is subject to standard ongoing monitoring; further, there is required permitting and other matters to close out when considering additional capacity beyond that expected for 2026. Additionally, Motheo will have a dedicated tailings storage facility which is required to be code compliant (including ANCOLD and GISTM (Global International Standard for Tailings Management)). While the Company engages external advisers to assist ensuring tailings storage facilities are built to standard, there can be no guarantee that this will occur.
The Company has provided production guidance. While the Company considers that this guidance is reasonable, actual future production may vary from the guidance for various reasons, many of which cannot be foreseen and are beyond the control of the Company. These factors may cause the production guidance not to be achieved or to be achieved later than expected, or to be achieved at a higher cost than anticipated.
Further as the Company depletes its projects there is increased risk of the assumptions around remaining production guidance, mine closure and rehabilitation costs changing as circumstances evolve.
There is additional risk concerning the operations of MATSA, including relating to production and export (with similar risk to apply to Motheo once it begins production expected to be in 2023).
55
Key risks (cont.)
Country risk
The Company’s business necessarily involves risks associated with operating in Spain, Botswana and other international markets, including any ongoing impacts of COVID-19 (discussed below).
Investors should note that developing countries could be subject to rapid change and that the information set out in this document may become outdated relatively quickly. Moreover, financial turmoil in developing countries tends to adversely affect prices in equity markets of other developing countries as investors move their money to more stable, developed markets.
Exploration and development activities may require protracted negotiations with host governments, local governments and communities, local competent authorities, national mining companies and third parties and may be subject to economic, social and political considerations outside of the Company’s control, such as the risks of expropriation, nationalisation, renegotiation, forced interruption, suspension of operations, curtailment of sales, forced change or nullification of existing contracts or royalty rates, unenforceability of contractual rights, changing taxation policies or interpretations, adverse changes to laws (whether of general application or otherwise) in the jurisdictions in which the Company operates or the interpretation or enforcement thereof, foreign exchange restrictions, inflation, changing political conditions, the death or incapacitation of political leaders, local currency devaluation, currency controls and foreign governmental regulations that favour or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction.
Any of the factors detailed above or similar factors could have a material adverse effect on the business, results of operations or financial condition of the Company. If disputes arise in connection with operations in developing countries the Company may be subject to the exclusive jurisdiction of foreign courts or foreign arbitration tribunals or may not be successful in subjecting foreign persons, especially foreign ministries and national companies, to the legal jurisdiction of Australia or England and Wales.
The Company cannot guarantee that there will not be regulations imposed on any individual or entity. Such measures, which would be beyond the Company control, could have a material adverse effect on the Company’s business, reputation, results of operations, financial condition and the price of shares of the Company.
Financing risks and capital requirements
The Company’s continued ability to operate its business and effectively implement its business plan over time will depend in part on its ability to raise additional funds for future operations and to repay or refinance debts as they fall due. The Company may require additional financial resources to finance future acquisitions, pay down debt or continue funding its operations. It is difficult to predict the level of funding that may be required with any accuracy at this time. No assurance can be given that any such additional financing will be available or that, if available, it will be available on terms acceptable to the Company or its shareholders.
If additional funds are raised through the issue of equity securities, the capital raising may be dilutive to the Company shareholders and such securities may, subject to requisite shareholder approval, have rights, preferences or privileges senior to those of the holders of the Company’s shares then on issue.
The Company has existing debt facilities in place both at a corporate level, and at project level for MATSA and Motheo. Following completion of the Equity Raising, as part of its annual review of its financial and operating model with its MATSA lenders in Q1 CY23, Sandfire intends to seek to extend and/or amend its facility repayment schedule however there is no certainty this will be achieved. In the future, the Company may need to renegotiate or refinance the terms of its debt facilities or may seek further facilities or replacement facilities with alternative financiers to satisfy its capital requirements. The terms on which debt financiers are willing to offer or negotiate may vary from time to time depending on macro-economic conditions, the performance of the Company and an assessment of the risks and intended use of funds, and there can be no guarantee that this will occur. Further, the Company’s respective MATSA and Motheo debt facilities have a level of restriction on cash repatriation to the corporate level until certain repayment conditions are met.
Debt finance, if available on terms acceptable to the Company, may involve restrictions on financing and operating activities.
56
Key risks (cont.)
Further, in the ordinary course of operations and development, the Company will be required to issue financial assurances, particularly insurances and bond/bank guarantee instruments, to secure statutory and environmental performance undertakings and commercial arrangements. The Company's ability to provide such assurances is subject to external financial and credit market assessments, and its own financial position. If sufficient funds are not available from either debt or equity markets to satisfy the Company’s short, medium or long-term capital requirements, when required, the Company may be required to limit the scope of its anticipated operations, which could adversely impact on its business, financial condition and value of Company shares.
Infrastructure, transportation and remoteness of operations
The commodities currently produced and expected to be produced by the Company are and will be required to be transported to customers internationally and in some cases, will require transportation through a neighbouring country. Each stage of the transportation process poses risks, including the initial remoteness of the Company’s projects, fuel costs, unexpected delays and accidents could materially impact upon the Company’s financial position.
Further, there are risks associated with the availability of adequate trucking, rail and port facilities and the process for obtaining approvals to access these facilities (including the timing and conditions on which access may be granted) or cross state or country borders. If the Company is not able to access the required infrastructure within a certain time period or at a reasonable cost, this could adversely affect the Company’s operations and financial performance.
The price of sea freight, smelting and refining charges are market driven and can vary throughout the life of each project. These will also impact on the overall profitability of the Company.
Fluctuations in the price and availability of energy and other resources
Fluctuations in the price and availability of resources required for the operations of the Company, including materials required for operations, water and energy resources such as grid power, diesel, gas and other fossil fuels and labor costs may materially impact the operations and financial position of the Company. In particular, MATSA is currently subject to power prices on the spot market which has seen significant increases in power costs in the last year and Motheo is expected to connect into the Botswana National Power Grid in December and is subject to the Botswana Energy Regulation Authority (BERA) setting tariffs for all users (Large Business) BERA publish the tariff’s on their website with the next annual review due in April 2023.
Both MATSA and Motheo are progressing solar plant options, however there are construction and planning related risks that apply to these solar plants.
Legal and regulatory risks
There can be no assurance that title to any property interest acquired by the Company or any of its subsidiaries is secured. Although the Company has taken reasonable precautions to ensure that legal title to their properties is properly documented, there can be no assurance that their property interests may not be challenged or impugned. Such property interests may be subject to prior unregistered agreements or transfers or other land claims, and title may be affected by undetected defects and adverse laws and regulations.
In the jurisdictions in which the Company operates, legal rights applicable to mining concessions are different and separate from legal rights applicable to surface lands; accordingly, title holders of mining concessions in such jurisdictions must agree with surface land owners on compensation in respect of mining activities conducted on such land.
The definition of an asset according to the International Financial Reporting Standards is “a resource controlled by an entity as a result of past events and from which future economic benefits are expected to flow to the entity”. Therefore, if an entity does not have a valid legal tenure to an asset, the definition of an asset is not met, and therefore, the value of the asset in the hands of the entity is deemed to be zero.
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Key risks (cont.)
Regulatory requirements including exploration and mining permits and licences
The Company’s operations are subject to various Federal, State and local laws in the countries in which it operates including Botswana, the United States of America, Australia and Spain. These laws include those relating to mining, prospecting, development permit and licence requirements, industrial relations, environment, land use, royalties, water, native title and cultural heritage, mine safety and occupational health. Any changes to such laws may have an impact on the Company and its operations.
Approvals, licences and permits required to comply with such rules are subject to the discretion of the applicable government officials. The Company will be required to obtain government permits to commence or expand operations, which can be a costly and time-consuming process that can be cross jurisdictional and may involve public hearings and costly undertakings.
No assurance can be given that the Company will be successful in obtaining any or all of the various approvals, licences and permits or maintaining such authorisations in full force and effect without modification or revocation. To the extent such approvals are required and not retained or obtained in a timely manner or at all, the Company may be curtailed or prohibited from continuing or proceeding with production and exploration.
The Company may be subject to legal challenges on the validity of any approvals, licences and permits that may delay or be prohibited from continuing or proceeding with production and exploration. These challenges can be costly and time consuming processes.
Renewal of mining authorisations
The Company cannot guarantee that all or any licences or permits in which it has interests will be renewed. Such renewals are at the discretion of relevant government bodies and ministries in the jurisdiction, and often depends on the Company being successful in obtaining other required statutory approvals for its proposed activities. There is no assurance that such renewals or grants will be granted, nor that they will be granted without different or further conditions attached.
Environment, rehabilitation and restoration
The operations and activities of the Company are subject to the environmental laws and regulations of Australia, Botswana, the United States of America and Spain and the other jurisdictions in which the Company may conduct business. As with most exploration projects and mining operations, the Company’s operations and activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. Water management is a key element to manage during the construction phase of Motheo. The Company will attempt to conduct its operations and activities to the highest standard of environmental obligation, including compliance with all environmental laws and regulations, but there remains residual risk, particularly in relation to acquired projects, of future incidents or findings related to previous incidents. For further information on SFR’s management of its environmental risks please refer to SFR’s latest Annual Report and Financial Reports.
Any changes to government regulation or policy relating to climate change, including relating to greenhouse gas emissions or energy intensive assets, may directly or indirectly impact the Company’s costs and operational efficiency.
The Company is unable to predict the effect of additional environmental laws and regulations which may be adopted in the future, including whether any such laws or regulations would materially increase the Company’s cost of doing business or affect its operations in any area.
Export and import regulations
The import and export policies of any jurisdiction in which the Company operates or sells product to may change in the future. As the revenues of the Company depend upon the process of exporting commodities, the profitability and financial position of the Company may be adversely affected by any such adverse import and export regulations. These include formal and informal import and export bans.
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Key risks (cont.)
COVID-19
The outbreak of the coronavirus disease (COVID-19) has had a material effect on global economic markets. This has and may continue to have impacts on capital markets, supply chains, international travel and trade. The Company has a strong record of achieving guidance and continuing development and operational activities through the COVID-19 pandemic and has effective contingency plans already tested during COVID-19 that can be implemented in the event of worsening conditions. The Board continues to monitor the impact of COVID-19 on the Company’s strategy.
Accounting
The Company makes estimates and assumptions about its business and revenues concerning the future.
These estimates and assumptions have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, and include:
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trade receivables;
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impairment of assets;
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reserve estimates;
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rehabilitation and restoration costs;
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income tax and recognition of deferred tax assets; and
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fair value measurement.
Any changes in accounting judgements or estimates may have an adverse impact on the Company, including global earnings outlook, rate of electrification, copper demand/supply, and cost inflation. There are no current plans for any material changes to judgements or estimates.
Insurance
The Company will endeavour to maintain insurance for the Company within ranges of coverage in accordance with industry practice. However, in certain circumstances, this insurance may not be of a nature or level to provide adequate cover. The occurrence of an event that is not covered or fully covered by insurance could have a material adverse effect on the Company's operating and financial performance and financial position.
Insurance of risks associated with minerals exploration and production (including accidents, pollution and other hazards) is not always available and, where available, the costs can be prohibitive. There is a risk that insurance premiums may increase to a level where the Company considers it is unreasonable or not in its interests to maintain insurance cover to a level of coverage which is in accordance with industry practice. The Company will use reasonable endeavours to insure against the risks it considers appropriate for its needs and circumstances. However, no assurance can be given that the Company will be able to obtain such insurance coverage in the future at reasonable rates or that any coverage it arranges will be adequate and available to cover claims.
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Key risks (cont.)
Wars, terrorism and natural disasters
Events such as acts of terrorism, particularly in Africa and Southern Europe, civil disturbance or protest, war, political intervention and natural activities such as earthquakes, floods, fires, pandemics, outbreaks of disease, adverse weather conditions or other natural or man-made events or occurrences may adversely impact the Company by affecting the market for commodities, the operations of the Company or its suppliers, service providers or customers, or the transport or other infrastructure relating to the operations of the Company.
Key personnel and labour
A number of key personnel are important to attaining the business goals of the Company, including the commencement of the recently announced new incoming CEO. One or more of these key employees could leave their employment, and this may adversely affect the ability of the Company to conduct its business and, accordingly, affect the financial performance of the Company and the price of the Company Shares.
Recruiting and retaining qualified personnel are important to the success of the Company. The number globally of persons skilled in the exploration and development of mining properties is limited and competition for such persons can be strong, depending on market conditions.
Any disputes with employees (through personal injuries, industrial matters or otherwise) change in labour regulations, or other developments in the area may cause labour disputes, work stoppages or other disruptions in production that could adversely impact the Company.
Mining and exploration companies rely on external contractors or service providers for many of their activities, and as such the failure of any current to proposed contractors, subcontractors or other service providers to perform their contractual obligations may negatively impact the business of the Company.
Community Relations and Social Licence to Operate
The Company’s relationship with the communities in which it operates is important to ensure the future success of its existing operations and the construction and development of its projects. While the Company believes its relationships with the communities in which it operates are strong, there is an increasing level of public concern relating to the perceived effect of mining activities on the environment and on communities impacted by such activities. Certain non-governmental organizations (NGOs), some of which oppose globalization and resource development, are often vocal critics of the mining industry and its practices. Adverse publicity generated by such NGOs or others related to extractive industries generally, or its operations specifically, could have an adverse effect on the Company's reputation or financial condition and may impact its relationship with the communities in which it operates.
Litigation
As at the date of this Presentation, the Company is not aware of any material disputes or litigation being undertaken that have not been disclosed to the market. The status of litigation regarding the permitting for Black Butte is disclosed. This may adversely affect the Company’s ability to carry out operations or result in concessions that may incur additional costs or be unacceptable to the Company. It is possible that the Company may be involved in other disputes and litigation in the course of its current and future operations, including industrial relations disputes. There is a risk that any material or costly dispute or litigation and compensation or damages could materially adversely impact the financial position or performance of the Company.
The Company completed an internal investigation into a water inrush event in relation to DeGrussa in February 2020. As is standard practice, findings are being reviewed by the Department of Mines, Industry Regulation and Safety.
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Key risks (cont.)
Health, safety and hazardous materials
The potentially hazardous nature of exploration and mining means that health and safety regulations impact the activities of the Company, particularly in respect of acquired projects failing to meet appropriate standards. Any injuries or accidents that occur on a site of operations of the Company could result in legal claims, potential delays or stoppages and other actions that could adversely affect the Company.
The Company notes that the risk of safety incidents in inherently greater during the construction phase of projects. The Company notes there have been historic safety incidents, including fatalities, at MATSA prior to it being acquired by the Company.
Risks related to acquisitions and future growth initiatives
The Company regularly identifies and assesses potential opportunities for acquisitions and growth initiatives where it considers the opportunities may create shareholder value. The Company will continue to identify and assess such opportunities. However, while the Company intends to undertake appropriate due diligence to properly assess any such opportunities, benefits expected from investments, acquisitions or growth opportunities may take longer than expected to be achieved, or not be achieved at all, which may have a material adverse impact on the value of the Company.
DeGrussa Operations and tenement rationalisation
Mining activities have been completed at the Company’s DeGrussa Operations, with depletion of run-of-mine ( ROM ) sulphide ore from the DeGrussa and Monty Copper-Gold Mines. Processing of the ROM stockpiles was completed in mid November 2022. The Company is currently undertaking a review of all potential options in respect to the future of its DeGrussa operations and is assessing which option will best maximise shareholder value. As at the date of this Presentation, the Company is still in the process considering all available options and no firm decision has been made in respect to DeGrussa. Australian tenement rationalisation is also underway.
Third party risks
The Company is and may in the future become a party to contracts with third parties in relation to its projects. There is a risk of insolvency or managerial failure by any of the contractors or other suppliers used by the Company in any of its activities, or that any of those agreements are terminated in accordance with their terms. There is also a risk of legal or other disputes between the Company and contractors or other suppliers. This may have an adverse effect on the interests and prospects of the Company.
Climate risk
Climate change is a risk that the Company has considered, particularly related to its operations in the mining industry. The climate change risks particularly attributable to the Company include the emergence of new or expanded regulations associated with the transitioning to a lower carbon economy and market changes related to climate change mitigation. The Company may be impacted by changes to local or international compliance regulations related to climate change mitigation efforts, or by specific taxation or penalties for carbon emissions or environmental damage. Climate change may cause certain physical and environmental risks that cannot be predicted by the Company, including events such as increased severity of weather patterns and incidence of extreme weather events and longer-term physical risks such as shifting climate patterns. All these risks associated with climate change may significantly change the industry in which the Company operates.
Other risks
Additional risks and uncertainties not currently known to the Company may also have a material adverse effect on the business of the Company. The information set out above does not purport to be, nor should it be construed as representing, an exhaustive list of the risks affecting the Company.
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Key risks (cont.)
Global economic conditions
The Company’s funding position, financial performance and ability to execute its strategy is impacted by a variety of general global economic, political, social and business conditions. In addition to commodity prices and currency fluctuations, factors that have the potential to impact the Company’s business include inflation, interest rates and other general economic factors. Deterioration in any of these conditions could have an adverse impact on the Company.
Domestic and global conditions may affect the value of the Company Shares. General worldwide economic conditions, changes in government policies, investor perceptions, movements in interest rates and stock markets, prices of the Company’s products, variations in the operating costs and development and sustaining capital expenditure which the Company will require in the future will all impact the value of the shares, some outside of the control of the Company.
Tax risks
Future changes in tax laws in Australia and other jurisdictions in which the Company has activities and investment interests, including changes in interpretation or application of existing laws by the courts or taxation authorities, may affect taxation treatment of the Company securities or the holding or disposal of those securities. The tax consequences for individual investors in the Company will depend on the individual tax profile and circumstances of the investor and all investors should obtain independent taxation advice with respect to their personal position.
Offtake Agreements
The Company has life of mine offtake agreements for MATSA for Lead, Zinc and Copper with Trafigura and an Offtake Strategy in relation to the Motheo Copper Mine. If any offtake counterparty did not meet its obligations under their offtake agreement, this could negatively impact the financial performance of the Company.
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MATSA Mining Complex
Scale and Life
Significant Producing Asset Adds >10Yrs Life Appendix F Pro Forma Indicative Copper Equivalent Production (ktpa) (1,2,3,4,6) International Offer Restrictions
Cornerstone Asset with minimum mine life of
~12 years supported by Mineral Resources
MATSA acquisition achieves Sandfire’s Sustained medium-term portfolio production target of >150kt
contained CuEq pa
Underpins the business to continue to pursue
GRAPH
other compelling developments e.g. Motheo
and Black Butte
Diversifies the production base with copper, gold, zinc, silver and lead production, and diversified by jurisdiction across APAC, EMEA and the Americas
Notes: (1) CuEq based on realised pricing for actuals and broker consensus forecast pricing, consisting of long-term real prices detailed on page 6. The MATSA production targets is underpinned by approximately 20% Inferred Mineral Resources. There is a low level of geological confidence associated with Inferred Mineral Resources and there is no certainty that further exploration work will result in the determination of Indicated Mineral Resources or that the production target itself will be realised; (2) FY22 based on DeGrussa
guidance and MATSA guidance assuming full year of production – The Transaction is expected to complete in the March 2022 quarter; (3) Production on a contained metal basis; (4) Sandfire production profile is indicative only and there is no assurance that production will be sustained over time; (5) Arrows represent production aspirations only, and are not based on current resources or mine plans; (6) Kalahari includes a component of production from A4; the Sandfire board has not approved a formal decision to mine, nor has a mining license yet been awarded
International Offer Restrictions
This document does not constitute an offer of new ordinary shares (" New Shares ") of the Company in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the New Shares may not be offered or sold, in any country outside Australia except to the extent permitted below.
Canada (British Columbia, Ontario and Quebec provinces)
This document constitutes an offering of New Shares only in the Provinces of British Columbia, Ontario and Quebec (the " Provinces "), only to persons to whom New Shares may be lawfully distributed in the Provinces, and only by persons permitted to sell such securities. This document is not a prospectus, an advertisement or a public offering of securities in the Provinces. This document may only be distributed in the Provinces to persons who are "accredited investors" within the meaning of National Instrument 45-106 – Prospectus Exemptions , of the Canadian Securities Administrators.
No securities commission or authority in the Provinces has reviewed or in any way passed upon this document, the merits of the New Shares or the offering of the New Shares and any representation to the contrary is an offence.
No prospectus has been, or will be, filed in the Provinces with respect to the offering of New Shares or the resale of such securities. Any person in the Provinces lawfully participating in the offer will not receive the information, legal rights or protections that would be afforded had a prospectus been filed and receipted by the securities regulator in the applicable Province. Furthermore, any resale of the New Shares in the Provinces must be made in accordance with applicable Canadian securities laws. While such resale restrictions generally do not apply to a first trade in a security of a foreign, non-Canadian reporting issuer that is made through an exchange or market outside Canada, Canadian purchasers should seek legal advice prior to any resale of the New Shares.
The Company as well as its directors and officers may be located outside Canada and, as a result, it may not be possible for purchasers to effect service of process within Canada upon the Company or its directors or officers. All or a substantial portion of the assets of the Company and such persons may be located outside Canada and, as a result, it may not be possible to satisfy a judgment against the Company or such persons in Canada or to enforce a judgment obtained in Canadian courts against the Company or such persons outside Canada.
Any financial information contained in this document has been prepared in accordance with Australian Accounting Standards and also comply with International Financial Reporting Standards and interpretations issued by the International Accounting Standards Board. Unless stated otherwise, all dollar amounts contained in this document are in Australian dollars.
Statutory rights of action for damages and rescission. Securities legislation in certain Provinces may provide a purchaser with remedies for rescission or damages if an offering memorandum contains a misrepresentation, provided the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s Province. A purchaser may refer to any applicable provision of the securities legislation of the purchaser’s Province for particulars of these rights or consult with a legal adviser.
Certain Canadian income tax considerations. Prospective purchasers of the New Shares should consult their own tax adviser with respect to any taxes payable in connection with the acquisition, holding or disposition of the New Shares as there are Canadian tax implications for investors in the Provinces.
Language of documents in Canada. Upon receipt of this document, each investor in Canada hereby confirms that it has expressly requested that all documents evidencing or relating in any way to the sale of the New Shares (including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only. Par la réception de ce document, chaque investisseur canadien confirme par les présentes qu’il a expressément exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d’achat ou tout avis) soient rédigés en anglais seulement.
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International Offer Restrictions (cont.)
Hong Kong
WARNING: This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the " SFO "). Accordingly, this document may not be distributed, and the New Shares may not be offered or sold, in Hong Kong other than to "professional investors" (as defined in the SFO and any rules made under that ordinance).
No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors. No person allotted New Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities.
The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice.
Japan
The New Shares have not been, and will not be, registered under Article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948), as amended (the "FIEL") pursuant to an exemption from the registration requirements applicable to a private placement of securities to Qualified Institutional Investors (as defined in and in accordance with Article 2, paragraph 3 of the FIEL and the regulations promulgated thereunder). Accordingly, the New Shares may not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan other than Qualified Institutional Investors.
Any Qualified Institutional Investor who acquires New Shares may not resell them to any person in Japan that is not a Qualified Institutional Investor, and acquisition by any such person of New Shares is conditional upon the execution of an agreement to that effect.
Netherlands
This document has not been, and will not be, registered with or approved by any securities regulator in the Netherlands or elsewhere in the European Union. Accordingly, this document may not be made available, nor may the New Shares be offered for sale, in the Netherlands except in circumstances that do not require a prospectus under Article 1(4) of Regulation (EU) 2017/1129 of the European Parliament and the Council of the European Union (the "Prospectus Regulation").
In accordance with Article 1(4)(a) of the Prospectus Regulation, an offer of New Shares in the Netherlands is limited to persons who are "qualified investors" (as defined in Article 2(e) of the Prospectus Regulation).
New Zealand
This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the "FMC Act").
The New Shares are not being offered to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021.
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International Offer Restrictions (cont.)
New Zealand (cont.)
Other than in the Entitlement Offer, the New Shares may only be offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) to a person who:
-
is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act;
-
meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act;
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is large within the meaning of clause 39 of Schedule 1 of the FMC Act;
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is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or
-
is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act.
Norway
This document has not been approved by, or registered with, any Norwegian securities regulator under the Norwegian Securities Trading Act of 29 June 2007 no. 75. Accordingly, this document shall not be deemed to constitute an offer to the public in Norway within the meaning of the Norwegian Securities Trading Act. The New Shares may not be offered or sold, directly or indirectly, in Norway except to "professional clients" (as defined in the Norwegian Securities Trading Act).
Singapore
This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part 13 of the Securities and Futures Act 2001 of Singapore (the " SFA ") or another exemption under the SFA.
This document has been given to you on the basis that you are an "institutional investor" or an "accredited investor" (as such terms are defined in the SFA). If you are not such an investor, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.
Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party in Singapore. On-sale restrictions in Singapore may be applicable to investors who acquire New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.
Switzerland
The New Shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange or on any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the New Shares constitutes a prospectus or a similar notice, as such terms are understood under art. 35 of the Swiss Financial Services Act or the listing rules of any stock exchange or regulated trading facility in Switzerland.
No offering or marketing material relating to the New Shares has been, nor will be, filed with or approved by any Swiss regulatory authority or authorised review body. In particular, this document will not be filed with, and the offer of New Shares will not be supervised by, the Swiss Financial Market Supervisory Authority (FINMA).
Neither this document nor any other offering or marketing material relating to the New Shares may be publicly distributed or otherwise made publicly available in Switzerland. The New Shares will only be offered to investors who qualify as "professional clients" (as defined in the Swiss Financial Services Act). This document is personal to the recipient and not for general circulation in Switzerland.
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International Offer Restrictions (cont.)
United Arab Emirates
This document does not constitute a public offer of securities in the United Arab Emirates and the New Shares may not be offered or sold, directly or indirectly, to the public in the UAE. Neither this document nor the New Shares have been approved by the Securities and Commodities Authority (“ SCA ”) or any other authority in the UAE.
No marketing of the New Shares has been, or will be, made from within the UAE other than in compliance with the laws of the UAE and no subscription for any securities may be consummated within the UAE. This document may be distributed in the UAE only to “professional investors” (as defined in the SCA Board of Directors’ Decision No.13/RM of 2021, as amended).
No offer or invitation to subscribe for New Shares is valid, or permitted from any person, in the Abu Dhabi Global Market or the Dubai International Financial Centre.
United Kingdom
Neither this document nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended (" FSMA ")) has been published or is intended to be published in respect of the New Shares.
The New Shares may not be offered or sold in the United Kingdom by means of this document or any other document, except in circumstances that do not require the publication of a prospectus under section 86(1) of the FSMA. This document is issued on a confidential basis in the United Kingdom to "qualified investors" within the meaning of Article 2(e) of the UK Prospectus Regulation. This document may not be distributed or reproduced, in whole or in part, nor may its contents be disclosed by recipients, to any other person in the United Kingdom.
Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the issue or sale of the New Shares has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of the FSMA does not apply to the Company.
In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (" FPO "), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together " relevant persons "). The investment to which this document relates is available only to relevant persons. Any person who is not a relevant person should not act or rely on this document.
United States
This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The New Shares have not been, and will not be, registered under the US Securities Act of 1933 or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Shares may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.
The New Shares will only be offered and sold in the United States to:
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“qualified institutional buyers” (as defined in Rule 144A under the US Securities Act); and
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dealers or other professional fiduciaries organized or incorporated in the United States that are acting for a discretionary or similar account (other than an estate or trust) held for the benefit or account of persons that are not US persons and for which they exercise investment discretion, within the meaning of Rule 902(k)(2)(i) of Regulation S under the US Securities Act.
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MATSA Mining Complex
Scale and Life
Significant Producing Asset Adds >10Yrs Life
Pro Forma Indicative Copper Equivalent Production (ktpa) (1,2,3,4,6) Contact Details
Cornerstone Asset with minimum mine life of ~12 years supported by Mineral Resources
MATSA acquisition achieves Sandfire’s Sustained medium-term portfolio production target of >150kt contained CuEq pa
+61 8 6430 3800
+61 8 6430 3849
GRAPH
Underpins the business to continue to pursue
other compelling developments e.g. Motheo and Black Butte
www.sandfire.com.au
Corporate Head Office Level 2, 10 Kings Park Road West Perth WA 6005 Australia
PO Box 1495 West Perth WA6872 Australia
Diversifies the production base with copper,
gold, zinc, silver and lead production, and
diversified by jurisdiction across APAC, EMEA and the Americas
Notes: (1) CuEq based on realised pricing for actuals and broker consensus forecast pricing, consisting of long-term real prices detailed on page 6. The MATSA production targets is underpinned by approximately 20% Inferred Mineral Resources. There is a low level of
geological confidence associated with Inferred Mineral Resources and there is no certainty that further exploration work will result in the determination of Indicated Mineral Resources or that the production target itself will be realised; (2) FY22 based on DeGrussa
guidance and MATSA guidance assuming full year of production – The Transaction is expected to complete in the March 2022 quarter; (3) Production on a contained metal basis; (4) Sandfire production profile is indicative only and there is no assurance that production will be sustained over time; (5) Arrows represent production aspirations only, and are not based on current resources or mine plans; (6) Kalahari includes a component of production from A4; the Sandfire board has not approved a formal decision to mine, nor has a mining license yet been awarded