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STREAMPLAY STUDIO LIMITED — Capital/Financing Update 2015
Aug 16, 2015
65841_rns_2015-08-16_985932f5-6b4f-4081-91a0-371d4d14b352.pdf
Capital/Financing Update
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Suite 3, 11 Sheppard Way PO Box 2277 Marmion WA 6020 Marmion WA 6020 Australia Australia t: +61 8 6102 2609 e: [email protected] w: www.gippslandltd.com
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Gippsland Debt Restructure and Recapitalisation Proposal
Release Date: Monday 17 August 2015
1 Overview
The Board of Gippsland Ltd (ASX:GIP) (Gippsland or the Company) wishes to update shareholders on a series of initiatives being finalised to re-establish the Company with a clean balance sheet, a workable capital structure, new funding, revised Board structure and a new name. This will provide the platform for the Company to embark on a new mining focussed business strategy and to concurrently pursue its legal rights in Egypt.
Trading of the Company’s shares was suspended for four months pending further information on the status and outlook of Gippsland’s rights and access to its 50% equity interest in the Abu Dabbab Tantalum-TinFeldspar Project (the Project), located in Egypt. The Company has today provided an update to the market which unfortunately draws the clear conclusion that it is highly unlikely to be able to resume its equity participation and development of the Abu Dabbab Project. Trading in the Company’s shares resumes today.
The Executive Chairman of Gippsland, Mr Rosenstreich, commented: “the expropriation of the Abu Dabbab Project is a devastating blow for Gippsland’s shareholders, particularly occurring when the Project was at its closest point ever to being financed and developed. However, through this debt restructure and
recapitalisation, where the pain is demonstrably being shared by shareholders and creditors, we are able to offer shareholders a new start and exposure to a possible settlement of the Egyptian dispute. The Board is pleased to acknowledge the vital support of Gandel Metals, CPS Capital and the other parties who have enabled this restructure to proceed.”
Shareholders will be requested to consider and approve key components of this corporate restructuring process at a General Meeting of the Company’s shareholders to be held in late September 2015 and further detailed information will be provided in the relevant Notice of General Meeting.
2 CORPORATE RESTRUCTURING
2.1 Debt Restructuring
The Company has been in negotiations with key creditors since last year seeking to restructure several liabilities including the Gandel Metals Loan, trade creditor and employee liabilities totalling approximately $4.0 million. The Board wishes to report that it has successfully negotiated agreements which result in the write-off of $3.5 million of debts and the conversion of much of the balance into shares in Gippsland as detailed further below:
a. Gandel Metals Loan
Gandel Metals Ltd (GM), an entity related to Gippsland’s former chairman, Mr Ian Gandel, supported the Company through a series of loans made since September 2013. The total outstanding amount of the GM Loans as at 30 June 2015 is $3,457,680 comprising principal of $3,337,000 and accrued interest of $120,680. The GM Loans are due to be fully repaid on or before 30 September 2015.
Subject to Gippsland completing certain conditions outlined in this announcement, specifically an equity raising of at least a minimum of $1.2 million (before expenses), GM has agreed to write-off the GM Loans including all accrued interest. Another entity associated with Ian Gandel, Abbotsleigh Pty Limited, which is Gippsland’s largest shareholder has agreed to vote for all the
1 Gippsland Debt Restructure and Recapitalisation Proposal
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resolutions being put to the Company’s shareholders as a result of this debt restructure and recapitalisation.
b. Other liabilities
Gippsland has been carrying short-term liabilities comprising trade creditors and employee entitlements. Two of the parties involved have agreed to write off major portions of their debts and convert the resulting residual debts into 142,500,000 Gippsland shares. These shares were issued last Friday under the Company’s 15% placement capacity.
Further details will be provided in a Notice of General Meeting currently being prepared by Gippsland.
2.2 Capital Consolidation
Following the issue of 142.5 million new Gippsland shares as described above, the Company now has a total of 2,040,622,866 shares on issue. To make the Company an attractive investment vehicle for new investors and new project partners the Board considers that a major share consolidation is required. Subject to shareholder approval the Company proposes to consolidate its share capital by a ratio of 1 new share for every 100 existing shares. The new post consolidation capital structure of Gippsland would be 20,404,229 shares.
2.3 Recapitalisation
The Company plans to raise a total of $1.43 million in new equity funding before costs, through a renounceable rights issue to be managed by CPS Capital.
A short-term bridging loan of $100,000 has been agreed with CPS Capital to provide sufficient working capital whilst this transaction is implemented. The loan will be repaid from the rights issue which is planned to be completed by late September 2015. The entitlement offer will be for 7 new (post consolidation) Gippsland shares for every one new (post consolidation) share held at a price of 1 cent per new (post- consolidation) share. The Company is discussing underwriting of the entitlement offer by CPS Capital.
2.4 Change of Company Name
It is proposed (subject to Gippsland shareholder approval) to change the name of the Company to Arrowhead Resources Limited.
2.5 Board & Management Changes
The Board is currently comprised of Mr Michael Rosenstreich (Executive Chairman), Mr Rowan Caren (Executive Director & Company Secretary) and Mr John Kenny (Non-Executive Director). Mr Jon Starink resigned as a Director and ceased to be an executive of the Company on 31 July 2015.
Subject to successful completion of the recapitalisation process it is proposed to appoint Mr Jason Peterson, from CPS Capital, to the Board. Mr Caren will step down as a director but remain as an executive of the Company and Company Secretary, bringing the total number of directors to 3.
3 Company Strategy
The Board is ambitious to re-establish and grow the Company through the acquisition of a new minerals based project. This objective is within the Board’s and managements’ technical and financial experience and capacity.
In terms of project type, location and commodity, the Company has established a guiding “target” framework but will maintain flexibility and stay opportunistic.
2 Gippsland Debt Restructure and Recapitalisation Proposal
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An outline of the suggested guiding frame work is developed further below for the interest of shareholders and potential Project partners or vendors.
3.1 Target Projects Outline
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An advanced exploration project with at least an inferred resource, not necessarily JORC compliant, but able to be confirmed by drilling. The resource scale would need to be sufficient to support a “meaningful” operation and / or have the perceived exploration potential for expansion.
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Alternatively a mining-processing situation where Company skills and capital can significantly enhance performance to create a realistic business case.
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Target commodities are set out in Table 1 and focus on base (Sn, Cu, Pb and Zn) and precious (Au, Ag and Pt group) metals but with a polymetallic aspect. This creates the opportunity to unlock hidden value (through the recovery of by-products) as well as diversifying exposure across a metal suite from a pricing and investor interest perspective. The Company remains highly interested in strategic metals such as Ta, Sb, Nb, W, Te, Zr and certain REEs. These are all commodities where the current team has exploration, processing and marketing experience.
A detailed framework is being developed and the acquisition process is a balance between systematic assessment within the guiding framework whilst remaining opportunistic and open to new commodities and projects which have a sound investment case.
Table 1: Preferred Commodity List
| Core Focus | Possibilities/credit elements |
|---|---|
| Gold & silver | Antimony |
| Copper, lead, zinc | Diamonds |
| Tin | Industrial Minerals (graphite,phosphate, potash,metallurgical coal) |
| Tungsten | Lithium |
| Tantalum-Tin-Niobium | REE |
| Ruthenium, Rhenium, bismuth,tellurium | |
| Platinum Group |
Michael Rosenstreich Executive Chairman
T: +61 8 9340 6000
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