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TIVAN LIMITED — Interim / Quarterly Report 2003
Jul 30, 2003
65967_rns_2003-07-30_3af69e30-c92d-43a1-a25c-69906c1d7d5a.pdf
Interim / Quarterly Report
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HALLMARK
QUARTERLY REPORT June 2003
PHONE: 08 9327 0900 FAX: 08 9327 0901 WEB PAGE: www.hallmarkconsolidated.com
HIGHLIGHTS FOR THE QUARTER
Batavia Mining Limited
During the quarter Hallmark and Batavia shareholders overwhelmingly approved a series of transactions, which result in;
- a Hallmark shareholders receiving 1 Batavia share for every 1 Hallmark share held.
- The sale of Deflector and Paynes Find projects to Batavia.
- The appointment of two Hallmark Directors to the Board of Batavia.
- The issue by Batavia of a convertible note to Hallmark for \$1,060,000.
Following completion of the current Batavia rights issue it is anticipated that ASX will remove the suspension from official trading on Batavia shares.
Cawse Extended
Hallmark was advised during the Quarter that OMG had lodged a Notice of Intent to mine Cawse Extended. Discussions between OMG and Hallmark are presently being undertaken to determine whether Hallmark should retain the 20% interest, convert to a 2% Net Smelter Return, or negotiate an alternative royalty. Hallmark is confident that an agreement will be reached with OMG in the near future.
BATAVIA MINING LIMITED
Hallmark has sponsored the reconstruction of Menzies Gold Limited, Creditors of Menzies approved a Deed of Company Arrangement in April and on 24 June Menzies' shareholder's passed a number of resolutions including:
-
- A change of name to Batavia Mining Limited;
-
- Appointing JW Barr, NG Biddle and AJ Downie as directors:
-
- A share consolidation:
-
- An initial share placement to raise \$500,000:
-
- Acquisition of Hallmark's Deflector and Paynes Find projects;
-
- The issue to Hallmark of a convertible note;
Batavia now has on issue 82,386,940 shares.
In order for Batavia Mining to carry out effective exploration and exploitation of its mining tenements additional funds will be raised by way of a rights issue on the basis of 1 share and option for every 3 shares held, at a price of 10 cents per share.
Following the successful completion of the rights issue Batavia will have approximately 109,849,253 shares and 27,462,313 listed options on issue.
An application for the recommencement of trading of Batavia shares has been sought from the ASX. Following the successful completion of the rights issue it is envisaged that Batavia will be in a position to satisfy all ASX requirements.
Shareholders are encouraged to visit the new Batavia web page, which is located at www.bataviamining.com.au.
At a meeting of Hallmark shareholders on 24 June approval was given for a reduction of capital, satisfied by a one for one pro-rata distribution of the shares in Batavia that Hallmark has received.
Hallmark retains the convertible note and approximately 6.2 million Batavia shares. It intends to take up its entitlement in the rights issue.
CAWSE EXTENDED PROJECT
The OM Group Inc. ("OMG") owns and manages the Cawse Nickel-Cobalt Operation. OMG and Hallmark jointly own the Cawse Extended Project, which is located adjacent to the Cawse Nickel-Cobalt Operation.
During the Quarter Hallmark was made aware that OMG had lodged a Notice of Intent to Mine the Unicorn Prospect located on Cawse Extended.
OMG have advised that they would prefer to re-negotiate the current joint venture arrangements in which Hallmark has a 20% interest that can be converted to a 2% net smelter return at Hallmark's election. Hallmark and OMG are presently discussing the alternatives, which will be resolved before the commencement of mining.
Hallmark remains of the opinion that Cawse Extended ore is integral to ongoing production at the Cawse Nickel-Cobalt Operation and is hopeful that a satisfactory outcome of present negotiations will be reached in the near future. This should result in a cash flow to Hallmark in the 2003/04 financial year.
OTHER EXPLORATION PROJECTS
Hallmark holds an interest in three other tenement groups in Western Australia. In each case Hallmark is not contributing towards exploration expenditure, the projects being subject to joint venture, or options for sale.
Duplex Hill South
Hallmark previously entered into an agreement in relation to one exploration licence, and two prospecting licence applications. The purchaser withdrew from the exploration licence but retains the right to purchase the prospecting licence applications for \$60,000.
Hallmark subsequently granted an option to purchase the exploration licence for \$50,000, plus a further rovalty of \$100,000 to another party.
Kintore East
Hallmark holds tenements covering an area of 789 hectares north west of Kalgoorlie. Joint Venture partner, Mines and Resources Australia Pty Ltd (MRA) manage the project. MRA are not currently undertaking any significant exploration on this project. Hallmark's interest in the tenements is 23.75%, diluting to 20%, at which stage it reverts to a 2% gold return interest calculated on production.
McTavish
Hallmark holds tenements covering an area of 664 hectares located west of Kookynie. The tenements are joint ventured with Barminco Pty Ltd and its subsidiary Kookynie Resources NL. Barminco is manager of the joint venture. Barminco and Kookynie Resources have earned an 89.9% interest in the project. Hallmark's interest in the tenements is 10.1%. diluting to a 3% gross royalty, with 25% of Hallmark's interest held in trust for another party.
GENERAL
Hallmark has a strong financial position with cash and secured receivables of approximately \$4M; in excess of 6 million shares in Batavia Mining Limited and the prospect of cash flow from Cawse Extended.
HALLMARK CONSOLIDATED LIMITED
John W Barr Chairman 31 July 2003
The Hallmark Group holds interests in the following mining tenements:
| Prospect | Tenements | Equity |
|---|---|---|
| HALLMARK CONSOLIDATED LIMITED | ||
| Kintore East | MLA16/281 MLA16/282 P16/1416-20 |
Diluting from 49% to 2% gold return interest on production. Current percentage interest is 23.75%. |
| HALLMARK MINING LIMITED (wholly owned subsidiary) | ||
| Cawse Extended Project | E24/71 M24/547-48 MLA24/549-550 |
20% free carried to production or can be converted to a 2% net smelter return on ore mined. |
| McTavish | M40/77 M40/119 |
Diluting to a 3% gross royalty (third party retains a 25% interest in Hallmark's residual interest). |
| M40/157 P40/1001-02 MLA40/194 |
Current percentage interest is $10.1\%$ . |
CONNAUGHT MINING NL (wholly owned subsidiary)
| Duplex Hill South | E26/64 | 100% under option for sale. | |
|---|---|---|---|
| PLA26/2899-901 | 100% under contract of sale. |
So far as it relates to ore and mineralisation this report is based on information compiled by Mr Neil G Biddle who is a Director of Hallmark Consolidated Limited and a corporate member of the Australasian Institute of Mining and Metallurgy and who has had more than five years experience in the field of activity being reported on. This report accurately reflects the information compiled by this member.
Rule 5.3
Appendix 5B
Mining exploration entity quarterly report
Introduced 1/7/96. Origin: Appendix 8. Amended 1/7/97, 1/7/98.
Name of entity
HALLMARK CONSOLIDATED LIMITED
ACN or ARBN
000 817 023
Quarter ended ("current quarter")
30 June 2003
Current quarter
Consolidated statement of cash flows
| Current quarter | Year to date | ||
|---|---|---|---|
| Cash flows related to operating activities | \$A'000 | 12 months \$A'000 |
|
| 1.1 Receipts from customers |
|||
| 1.2 Payments for (a) |
exploration and evaluation | (417) | (668) |
| (b) | acquisition - mining tenement | (28) | (760) |
| (c) | development | ||
| production (d) |
|||
| (e) | administration | (131) | (714) |
| 1.3 Royalties received |
|||
| 1.4 Interest and other items of a similar nature received |
50 | 223 | |
| 1.5 Interest and other costs of finance paid |
|||
| 1.6 Income taxes paid |
(9) | (38) | |
| 1.7 Other |
(5) | ||
| Net Operating Cash Flows | (535) | (1,962) | |
| Cash flows related to investing activities | |||
| 1.8 Payment for purchases of: |
(a) prospects | ||
| (b) equity investments | (304) | (324) | |
| (c) other fixed assets | (7) | (57) | |
| 1.9 Proceeds from sale of: |
(a) prospects | ||
| (b) equity investments | (3) | 1,297 | |
| 1.10 Loans to other entities: |
(c) other assets | ||
| Batavia Mining Ltd (Convertible Note) | (1,060) | ||
| Batavia Mining Ltd | (124) (705) |
(760) | |
| Other | (225) | (270) | |
| 1.11 Loans repaid by other entities |
753 | ||
| 1.12 Other |
287 | 287 | |
- See chapter 19 for defined terms.
Appendix 5B Mining exploration entity quarterly report
| 1.13 | Total operating and investing cash flows (carried forward) | (1,616) | (2096) | |
|---|---|---|---|---|
| 1.13 | Total operating and investing cash flows (brought forward) | (1,616) | (2,096) | |
| Cash flows related to financing activities | ||||
| 1.14 | Proceeds from issues of shares, options, etc. | |||
| 1.15 | Payment for shares | |||
| 1.16 | Proceeds from borrowings | |||
| 1.17 | Repayment of borrowings | |||
| 1.18 | Dividends paid | |||
| 1.19 | Other | |||
| Net financing cash flows | ||||
| Net increase (decrease) in cash held | (1,616) | (2,096) | ||
| 1.20 | Cash at beginning of quarter/year to date | 3,913 | 4,393 | |
| 1,21 | Exchange rate adjustments to item 1.20 | |||
| 1.22 | Cash at end of quarter | 2,297 | 2,297 |
Payments to directors of the entity and associates of the directors Payments to related entities of the entity and associates of the related entities
| Current quarter \$A'000 |
||
|---|---|---|
| 1.23 | Aggregate amount of payments to the parties included in item 1.2 | |
| 1.24 | Aggregate amount of loans to the parties included in item 1.10 | |
1.25 Explanation necessary for an understanding of the transactions
Non-cash financing and investing activities
$2.1$ Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows
On 27 June 2003 the Company disposed of all its shares in South Murchison Mines Pty Ltd, a wholly owned subsidiary, to Batavia Mining Limited (BTV) for the issue of 25M shares in BTV. Hallmark Mining Limited, also a wholly owned subsidiary, disposed of its interests in the Paynes Find project to BTV for 5M shares in BTV. The total of 30M shares were distributed in specie to Hallmark shareholders as part of a capital reduction.
The Hallmark Group had provided a loan to a BTV subsidiary of \$1.06M. This loan has been replaced by 10.6M non-interest bearing secured convertible notes in BTV. These notes are convertible at 80% of the average sales price of a BTV share, are convertible at any time up to 31 July 2004 and expire on 30 September 2003.
$2.2$ Details of outlays made by other entities to establish or increase their share in projects in which the reporting entity has an interest
Νi
Nil
+ See chapter 19 for defined terms.
Financing facilities available
Add notes as necessary for an understanding of the position.
| Amount available \$A'000 |
Amount used \$A'000 |
||
|---|---|---|---|
| 3.1 | Loan facilities | $\overline{ }$ | |
| 3.2 | Credit standby arrangements | $\overline{ }$ |
Estimated cash outflows for next quarter
| Total | $\overline{}$ | |
|---|---|---|
| 4.2 | Development | $\overline{ }$ |
| 10 | ||
| 4.1 | Exploration and evaluation | |
| \$A'000 |
Reconciliation of cash
| Total: cash at end of quarter (item 1.22) | 2,297 | 3,913 | ||
|---|---|---|---|---|
| 5.4 | Other - security deposits | 70 | 70. | |
| 5.3 | Bank overdraft | |||
| 5.2 | Deposits at call | 2,226 | 3,786 | |
| 5.1 | Cash on hand and at bank | 57 | ||
| Reconciliation of cash at the end of the quarter (as shown in the consolidated statement of cash flows) to the related items in the accounts is as follows. |
Current quarter \$A'000 |
Previous quarter \$A'000 |
- See chapter 19 for defined terms.
Changes in interests in mining tenements
| Tenement | Nature of interest | Interest at | Interest at | ||
|---|---|---|---|---|---|
| reference | (note (2)) | beginning of | end of | ||
| quarter | quarter | ||||
| 6.1 | Interests in mining | ELA59/1129 | Application | 0% | 0% |
| tenements relinquished, | ELA59/1126 | Application | 0% | 0% | |
| reduced or lapsed | P59/1659 | Application | 0% | 0% | |
| P59/1660 | Application | 0% | 0% | ||
| P59/1661 | Application | 0% | 0% | ||
| P59/1662 | Application | 0% | 0% | ||
| P59/1663 | Application | 0% | 0% | ||
| P59/1664 | Application | 0% | 0% | ||
| P59/1665 | Application | 0% | 0% | ||
| P59/1666 | Application | 0% | 0% | ||
| P59/1667 | Application | 0% | 0% | ||
| M59/10 | Mining Lease | 0% | 0% | ||
| M59/235 | Mining Lease | 0% | 0% | ||
| M59/244 | Mining Lease | 100% | 0% | ||
| P59/1638 | Application | 0% | 0% | ||
| P59/1639 | Application | 0% | 0% | ||
| 6.2 | Interests in mining tenements acquired or increased |
$\div$ See chapter 19 for defined terms.
Issued and quoted securities at end of current quarter
Description includes rate of interest and any redemption or conversion rights together with prices and dates.
| Total number | Number quoted | price Issue per security (see note 3) (cents) |
Amount paid up per security (see $note$ 3) (cents) |
||
|---|---|---|---|---|---|
| 7.1 | Preference +securities (description) |
||||
| 7.2 | Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buy- backs, redemptions |
||||
| 7.3 | + Ordinary securities | 53,478,270 | 53,478,270 | ||
| 7.4 | Changes during quarter (a) Increases through issues |
||||
| (b) Decreases through returns of capital, buy- backs |
|||||
| 7.5 | +Convertible debt securities (description) |
||||
| 7.6 | Changes during quarter (a) Increases through issues (b) Decreases through securities matured. converted |
||||
| 7.7 | Options | Exercise Price | Expiry Date | ||
| Directors, Employees and Consultants Option Plan 2000 |
4,280,000 180,000 |
Nil ΝiΙ |
19.5c 14.5c |
30 June 2004 30 June 2004 |
|
| 7.8 | Issued during quarter | ||||
| 7.9 | Exercised during quarter | ||||
| 7.10 7.11 |
Expired during quarter Debentures |
||||
| (totals only) | |||||
| 7.12 | Unsecured notes (totals only) |
- See chapter 19 for defined terms.
Compliance statement
- This statement has been prepared under accounting policies, which comply with $\overline{\phantom{a}}$ accounting standards as defined in the Corporations Law or other standards acceptable to ASX.
- $\overline{2}$ This statement does give a true and fair view of the matters disclosed.
Sign here:
(Company Secretary)
Date: 31 July 2003
Print name: CHRISTOPHER BATH
$\pm$ See chapter 19 for defined terms.