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SAVANNAH GOLDFIELDS LIMITED — Capital/Financing Update 2004
Sep 23, 2004
65880_rns_2004-09-23_7bf248b6-c3b6-4056-9907-bda608e66452.pdf
Capital/Financing Update
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RENISON CONSOLIDATED MINES NL
ACN 003 049 714
Mail Address GPO Box 5268 Brisbane Old 4001
Level 5, Santos House 60 Edward Street Brisbane Old 4000
Phone: (07) 3303 0630 Fax: (07) 3303 0601 Email: [email protected]
ASX ANNOUNCEMENT
24 SEPTEMBER 2004
CAPITAL RAISING
The Directors of Renison Consolidated Mines NL are pleased to advise that the company has received firm commitments for a placement of convertible notes (ASX code: RSNG) that will result in approximately \$1.25 million being raised by the company.
The funds raised by the placement will be utilised in funding the completion of the Tom's Gully gold mine feasibility study, the exploration program to commence shortly at the Agate Creek gold project, and contribute towards the development funding for the Tom's Gully underground mine. The raising is being undertaken by way of the issue of 500,000 convertible notes to institutional and professional investors at an issue price of \$2.50 per convertible note.
Details of the placement are contained in the attached Appendix $3B - New$ Issue Announcement.
Tom's Gully Gold Project
At the Tom's Gully gold project, the Company is targeting the establishment of an underground mining operation producing 40,000 ounces of gold per annum with processing being done at the Company's Tom's Gully CIL gold treatment plant. The Company has outlined a combined indicated and inferred resource of 1.82 million tonnes at 8.1g/t gold for 472,000 ounces gold at Tom's Gully with the potential for further significant increases to the resource base over time with the mineralisation still open down dip (southern) and along strike to the current resource.
The feasibility study is now well advanced with studies in most disciplines materially completed. These include:
- geological interpretation and database compilation $\bullet$
- resource modeling and validation $\bullet$
- metallurgical testwork and flow sheet design $\bullet$
- process engineering, plant lay out and refurbishment costings $\bullet$
- underground dewatering testwork and studies $\bullet$
- environmental investigations $\bullet$
- geotechnical engineering
Mining engineering studies and costings are progressing well and are expected to be completed within two weeks.
The Company expects to complete the feasibility study shortly thereafter and subject to a decision to mine and development funding, underground mine development and re-furbishment of the CIL gold treatment plant is scheduled to commence in the fourth quarter of 2004 with initial gold production expected in the first quarter of 2005
The Company is also well progressed in negotiations with underground mining contractors and potential financiers for the mine development and it is expected that contracting and funding arrangements will be finalized soon after the completion of the feasibility study.
$\mathbf{1}$
RENISON CONSOLIDATED MINES NL
ACN 003 049 714
The Tom's Gully gold project (90km to the south east of Darwin) is part of the Company's Northern Territory regional AuQuest project where the Company has outlined resources of over 570,000 ounces of gold from its tenement package covering 1,076 square kilometres of the northern end of the Pine Creek Geosyncline.
Agate Creek Gold Project
At the Company's Agate Creek epithermal gold project in North Queensland the Company has estimated an interim inferred resource of 3.7 million tonnes at 1.3 $g/t$ gold for 154,000 ounces.
The second stage of the 50 hole RC drilling program is scheduled to commence in October. A further resource estimate will be made after completion of the next stage of the drilling program and geological modelling. Based on interpretation of the modelling and other geological data, the Company is targeting a doubling of the resource to over $300.000$ ounces with the second phase of drilling. An increase in resource grade is also targeted as the program will be testing for extension of higher grade areas as indicated by interpretation of drilling data, surface mapping and rock chip samples.
The Company has an agreement with Barrick Gold to earn a 65% interest in the Agate Creek Epithermal Gold Project in North Queensland. The project is located in a highly mineralised gold province containing the Paiingo, Kidston, Mt Levshon, Red Dome, Ravenswood and Charters Towers gold mines.
This first stage of the drilling program and initial resource estimate confirms the potential for the Sherwood prospect to host a bulk tonnage ore body (over 5 million tonnes) that would be amenable to an open cut mining and heap leach development. The current inferred resource grade of 1.3 $\varrho/t$ is typical of better margin heap leach developments. A pre-feasibility study for an open cut mining and heap leach gold operation at Agate Creek is targeted for completion after years end.
The Company considers that the near surface mineralisation that has been identified from the recent drilling program and previous drilling has the potential for development within a short timeframe into a low capital, open cut mining and heap leaching operation producing over 50,000 ounces of gold per annum and this is the Company's initial focus on the project.
Completion of this capital raising enables the further advancement of the Company's mining assets and continues the Company's rapid development as an emerging gold producer.
For and on behalf of the Board JPK Marshall Company Secretary Brisbane, 24 September 2004
For further information contact:
Richard Seville or Stephen Bizzell Phone: (07) 3303 0630 Fax: (07) 3303 0601 E-Mail: [email protected]
The information on ore reserves and mineral resources contained in this report is based on information compiled by Mr Chris Creagh who is a member of the Australian Institute of Mining and Metallurgy. Mr Creagh has relevant experience in relation to the mineralisation being reported on to qualify as a Competent Person as defined by the Australasian Code for Reporting of Mineral Resources and Reserves.
RENISON CONSOLIDATED MINES NL
ACN 003 049 714
INFORMATION NOTIFICATION
Renison Consolidated Mines NL notifies ASX that the above securities have been issued without disclosure to investors under Part 6.2D of the Corporations Act 2001 (Cwth) ("the Act)". As at the date of this notice the Company has complied the provisions of Chapter 2M of the Act as they apply to the Company and section $674$ of the Act. This notice is given under section $708A(5)(e)$ of the Act.
Appendix 3B
New issue announcement, application for quotation of additional securities and agreement
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.
Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.
Name of entity
RENISON CONSOLIDATED MINES NL
ABN
75 003 049 714
We (the entity) give ASX the following information.
Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough space).
$\mathbf{I}$ +Class of +securities issued or to be Convertible Notes (RSNG) issued
- $\overline{2}$ Number of +securities issued or to be issued (if known) or maximum number which may be issued
- 3 Principal terms of the "securities (eg, if options, exercise price and expiry date; if partly paid *securities, the amount outstanding and due dates for payment; if *convertible securities, the conversion price and dates for conversion)
500,000
| Convertible Notes (see attached Conditions of Issue). |
|
|---|---|
| 4 | Do the securities rank equally in all respects from the date of allotment with an existing "class of quoted securities? |
Yes | |
|---|---|---|---|
| If the additional securities do not rank equally, please state: • the date from which they do which the extent to they participate for the next dividend, of $(in$ the case $\mathbf{a}$ trust. distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment |
|||
| 5 | Issue price or consideration | \$2.50 per Convertible Note | |
| 6 | Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) |
development of the Company's gold purposes. |
Funds being raised for exploration and projects and for general working capital |
| 7 | Dates of entering *securities into uncertificated holdings or despatch of certificates |
30 September 2004 | |
| Number | + Class | ||
| 8 | Number ÷class and οf all *securities ASX quoted on (including the securities in clause 2 if applicable) |
236,029,656 52,500,000 |
Ordinary Shares fully paid (RSN) Ordinary Shares partly paid to 3 cents |
| 3,193,859 | (RSNCD) Convertible Notes (\$1.00) (RSNG) |
||
| Number | Class | ||
| 9 | Number + class and οf all |
8,000,000 | 30/6/07 12.5 cent |
| "securities not quoted on ASX (including the securities in clause 2 if applicable) |
6,000,000 | Options 30/6/07 15 cent Options |
|
| 6,000,000 | 30/6/07 17.5 cent | ||
| 8,018,182 | Options Convertible Notes $(11 \text{ cents})$ |
||
| 10 | Dividend policy (in the case of a trust, distribution policy) on the |
N/A |
Part 2 - Bonus issue or pro rata issue
| $\mathbf{1}$ | holder security approval ls required? |
|---|---|
| $12 \,$ | Is the issue renounceable or non- renounceable? |
| 13 | Ratio in which the "securities will be offered |
| 14 | "Class of "securities to which the offer relates |
| 15 | *Record determine date to entitlements |
| 16 | Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? |
| 17 | Policy for deciding entitlements in relation to fractions |
| 18 | Names of countries in which the entity has *security holders who will not be sent new issue documents Note: Security holders must be told how their |
| entitlements are to be dealt with. Cross reference: rule 7.7. |
|
| 19 | $\sigma f$ Closing date for receipt acceptances or renunciations |
| 20 | Names of any underwriters |
| 21 | Amount of any underwriting fee or commission |
| 22 | Names of any brokers to the issue |
| 23 | Fee or commission payable to the broker to the issue |
| 24 | Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of *security holders |
| 25 | If the issue is contingent on "security holders' approval, the date of the meeting |
| 26 | Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled |
|
|---|---|---|
| 27 | If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders |
|
| 28 | Date rights trading will begin (if applicable) |
|
| 29 | Date rights trading will end (if applicable) |
|
| 30 | How do *security holders sell their entitlements in full through a broker? |
|
| 31 | How do *security holders sell part of their entitlements through a broker and accept for the balance? |
|
| 32 | How do + security holders dispose of their entitlements (except by sale through a broker)? |
|
| 33 | *Despatch date |
Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities
- $34$ Type of securities $(iick one)$
- $(a)$ $\mathbf x$ Securities described in Part 1
- $(b)$ All other securities
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities
Entities that have ticked box 34(a)
Additional securities forming a new class of securities
Tick to indicate you are providing the information or documents
| -35 | If the "securities are "equity securities, the names of the 20 largest holders of the additional securities, and the number and percentage of additional securities held by those holders |
|---|---|
| -36 | If the "securities are "equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories $1 - 1.000$ $1,001 - 5,000$ $5,001 - 10,000$ $10,001 - 100,000$ $100,001$ and over |
| -37 | A copy of any trust deed for the additional "securities" |
Entities that have ticked box 34(b)
- 38 Number of securities for which +quotation is sought
- 39 Class of *securities for which quotation is sought
| 40 | Do the + securities rank equally in all respects from the date of allotment with an existing class of quoted securities? |
||
|---|---|---|---|
| If the additional securities do not rank equally, please state: the date from which they do extent to which the they participate for the next dividend, the . case of (in ≡ $\mathbf{a}$ trust. distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment |
|||
| 41 | Reason for request for quotation now Example: In the case of restricted securities, end of restriction period |
||
| (if issued upon conversion οf another security, clearly identify that other security) |
Number | + Class | |
| 42 | Number and + class of all + securities quoted on ASX (including the |
Ouotation agreement
securities in clause 38)
- $\mathbf{1}$ *Quotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
- $\overline{2}$ We warrant the following to ASX.
- The issue of the 'securities to be quoted complies with the law and is not for an illegal purpose.
- There is no reason why those *securities should not be granted *quotation.
- An offer of the +securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any *securities to be quoted and that no-one has any right to return any 'securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the "securities be quoted.
- We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the *securities to be quoted, it has been provided at the time that we request that the *securities be quoted.
- If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the *securities be quoted.
- $\overline{3}$ We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
- $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before 'quotation of the 'securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.
Sign here: JPK Marshall Date: 24 September 2004 (Company Secretary)
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Convertible Notes - Conditions of Issue (March 2007, \$1.00 Convertible Notes (ASX Code: RSNG))
Definitions
Convert means the redemption of a Convertible Note in conjunction with the Company applying the principal amount of that Convertible Note in subscription for Shares and Conversion will be construed accordingly.
Conversion Formula means the formula for the conversion of the Convertible Notes into Ordinary Shares in the Company set out in these Conditions of Issue.
Conversion Notice means a notice in the form set out on each Holding Statement.
Convertible Notes means Convertible Notes to be created and issued by the Company having the Conditions of Issue. Face Value means \$1.00 per Convertible Note.
Interest Payment Date means each of the following dates: 7 April 2005, 7 October 2005, 7 April 2006, 7 October 2006. Interest Period means each of the six monthly periods from 1 October 2004 to the Redemption Date.
Redemption Date means 31 March 2007.
Shares means fully paid ordinary shares in the capital of the Company.
Six Monthly Gold Price means the average Australian dollar gold price for the Interest Period by reference to the Perth Mint closing price, or the nearest equivalent thereto, as published from time to time in the Australian Financial Review. Six Monthly Interest Rate means the greater of $10\%$ or $(10 + (Six Monthly Gold Price - 550)/50)\%$ per annum.
Term means the period from the date of issue to the Redemption Date.
Issue Of Convertible Notes
The Convertible Notes are issued on the terms and conditions set out in theses Conditions of Issue.
Interest
The Company will pay interest for each Interest Period on each Interest Payment Date on the Face Value of the Notes at the Six Monthly Interest Rate. The Note Holder may elect to receive the value of the interest payment in Convertible Notes issued at their Face Value and otherwise upon the same terms and conditions as their existing notes. Such election must be made at least 7 days prior to each Interest Payment Date.
Conversion
The Note Holder may Convert the Face Value and interest accrued but unpaid thereon into shares in the Company in accordance with the Conversion Formula at any time during the Term by providing a Conversion Notice to the Company. In the event of a Conversion pursuant to this clause Interest will be payable on the Face Value from the date of the last interest payment to the date of Conversion.
Conversion Formula
The number of Ordinary Shares to be issued to the Noteholder on conversion of the Convertible Note will be determined in accordance with the following formula: 1 Convertible Note: 20 Ordinary Shares
Unpaid interest will be converted at the rate of 20 Ordinary shares for each \$1 of interest that has accrued on the Convertible Notes but not been paid as at Conversion.
Redemption
If the Convertible Notes are not earlier converted then the Company will redeem the Convertible Notes at the Redemption Date by repayment to the Note Holder of the Face Value and all unpaid interest.
Sinking Fund and Interest Retention Account
To facilitate the repayment to the Note Holders in the event of the redemption of the Convertible Notes the Company will on the first, second and third anniversaries of the Subscription Dates deposit into a trust account maintained by a third party on trust for the Note Holders an amount equal to 15% of the Face Value of the Convertible Notes issued and outstanding. Amounts held in this trust account are held on trust for the benefit of the Note Holders and will be applied towards the repayment of the Note Holders in the event of Redemption of the Convertible Notes. The trustee is authorised by the parties to invest these funds and interest accrued will be retained as part of this sinking fund. In the event the amount held in this sinking fund exceeds 15 %, 30%, or 45% as the case may be of the value of the Convertible Notes the Company is authorised to withdraw that amount by which the value of the sinking fund exceeds the required level of retentions in the sinking fund. All moneys held in this account will be credited to the Company following the Conversion of all Convertible Notes.
Whilst any Convertible Notes have not been redeemed or converted the Company will maintain a separate bank account which will all times hold funds equivalent to the maximum interest payments which the Company may be required to make to Note Holders in the succeeding 12 month period provided that the interest rate used for the purpose of calculating this amount will not exceed 10%.
Governing Law
This Schedule shall be governed by and construed in accordance with the laws of Queensland.
Consent To Become A Member
The Note Holder acknowledges and agrees that upon Conversion, the Note Holder will become a member of the Company.
Discharge and Release
The Company will immediately be discharged and released from its liabilities, obligations and covenants under this Deed in respect of any Convertible Note on the first to occur of the redemption or Conversion of the Convertible Notes.