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TIVAN LIMITED Interim / Quarterly Report 2003

Apr 29, 2003

65967_rns_2003-04-29_8496de1b-3f9d-436b-8f65-91615ddff58c.pdf

Interim / Quarterly Report

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LE HALLMARK

OUARTERLY REPORT March 2003

PHONE: 08 9327 0900
FAX: 08 9327 0901
WEB PAGE: www.hallmarkconsolidated.com

HIGHLIGHTS

Menzies Gold

This report details a series of transactions, which subject to various approvals will achieve the following results:

  • $\Box$ Hallmark will sponsor the reconstruction of Menzies Gold which is to be renamed Batavia Mining Ltd (Batavia);
  • □ Hallmark to sell the Deflector and Paynes Find projects into Batavia;
  • □ Hallmark shareholders to receive a TAX FREE issue of shares in Batavia on a 1 for 1 basis as a return of Hallmark capital;
  • □ Hallmark shareholders to receive a FURTHER ENTITLEMENT to take up a share rights issue in Batavia, together with a free attaching option;
  • $\Box$ BATAVIA to seek re listing as a well funded exploration company with a strong portfolio of assets:
  • $\Box$ Hallmark to retain a strong financial position and free carried interest in its remaining exploration assets.

Deflector Drilling

During the quarter a successful round of drilling was completed at Deflector, which confirmed strong continuity of high-grade mineralisation at depth and along strike to the north.

From To Interval $Au(g/t)$ uncut/ $Cu$ (%)
Hole ID (metres) (metres) $30g/t$ Cut
HDRC003 112 113 I 32.35/30.00 1.60
HDRC005 85 88 3 5.92 0.73
HDRC006 94 96 2 16.69/12.19 0.43
103 106 3 8.08 1.81
HDRC009 104 108 4 10.53 5.45
HDRC010 92 99 7 7.80 2.95
HDRC011 118 120 2 18.50/17.82 5.52
HDRC014 79 82 3 5.32 7.33
HDRC015 108 111 3 6.32 1.11
87 91 4 8.91 2.33

Significant results at Deflector included;

MENZIES GOLD DEED OF COMPANY ARRANGEMENT & SHAREHOLDER'S MEETING

In 2002 Hallmark advanced to King Solomon Mines Limited (KSM), a wholly owned subsidiary of Menzies Gold Limited (Menzies), the amount of \$871,000. The Loan was secured by a charge over the assets and undertakings of KSM, and a guarantee from Menzies, which was secured by a charge over the assets and undertakings of Menzies.

In January 2003 Menzies and KSM experienced financial difficulties and consequently administrators where appointed.

Creditors of Menzies approved a Deed of Company Arrangement (DOCA) on 11 April 2003, and KSM was placed into liquidation on the same day.

A Menzies' shareholder's meeting will be called shortly to consider resolutions including:

    1. A change of name to Batavia Mining Limited;
    1. Adopting a new Constitution:
    1. Appointing JW Barr, NG Biddle and AJ Downie as directors;
    1. An initial share placement to raise \$500,000;
    1. Acquisition of Hallmark's wholly owned subsidiary, South Murchison Mines ("SMM") and the Paynes Find tenements (and options) from Hallmark for a consideration of \$3,000,000 satisfied by the issue of shares;
    1. The issue of a convertible note for the replacement of the debt owing to Hallmark, which presently stands at \$1,060,000;
    1. An employee share option scheme; and
    1. A share consolidation.

Distribution of Batavia Mining (Menzies) shares to Hallmark Shareholders

A meeting of Hallmark shareholders will also be called shortly. This meeting will be held after the Menzies shareholders meeting and the purpose of the meeting will be to seek shareholder approval for a reduction of Hallmark's capital.

The proposed capital reduction will be satisfied by a one for one pro-rata distribution to Hallmark shareholders of shares in Batavia that Hallmark will receive as a result of the share placement, the sale of SMM and the sale of Paynes Find.

Re-listing of Batavia Mining

Subsequent to approval of the resolutions at both shareholder meetings Batavia Mining will have on issue approximately 82,387,000 shares of which Hallmark and its shareholders will own 60 million shares.

In order for Batavia Mining to carry out effective exploration and exploitation of the mining tenements additional funds will be needed. It is proposed that these funds will be raised by way of a rights issue to Batavia Mining shareholders on a 1 for 4 basis, together with a free attached option, at a price not greater than 10 cents.

Following the successful completion of the rights issue Batavia Mining will have approximately 102,983,750 shares on issue and 20,596,750 options on issue.

An application for the recommencement of trading of Batavia Mining shares will be sought from the ASX prior to the shareholders meetings. At this stage it is envisaged that relisting will occur subsequent to the Menzies shareholder meeting and the successful completion of the rights entitlement issue.

What does this mean for Hallmark shareholders?

The proposed capital reduction in Hallmark will be satisfied by a one for one pro-rata distribution of Batavia Mining shares to Hallmark shareholders.

In addition, because of the pro rata distribution, Hallmark shareholders will be entitled to participate in the proposed rights issue to Batavia Mining shareholders, on a 1 for 4 basis, together with a free attaching option, at a price not greater than 10 cents.

Hallmark itself will pass a majority of the Batavia Mining shares to its shareholders, but will retain a convertible note, which secures the original ban. Hallmark will also retain its strong financial position, and its interest in other mining tenements as detailed in this report.

DEFLECTOR TENEMENT

In 2002 Hallmark acquired the Deflector Tenement, which is located approximately 8 kilometres from the Menzies treatment plant. It is proposed that the tenement is sold to Batavia Mining as referred to above.

The Deflector lodes are covered by alluvium on a flat, mulga covered plain. The deposit is made up of three steeply dipping lodes, West Lode, Central Lode and the Contact Lode. The lodes all strike northeast and parallel the enclosing rock structure. The West Lode dips vertically to steeply west. The Central Lode is near vertical, ranging from steep east to steep west. The Contact Lode dips at 70° parallel to the basalt/siltstone contact. The lodes are regularly spaced with 60m to 80m between the West Lode and Central Lode and Central Lode to the Contact Lode. Mineralisation can be traced for at least 500m in strike on all three lodes.

During the quarter Hallmark completed a Reverse Circulation (RC) drilling program at the Deflector Mine area. A total of 17 holes for 1,956 metres were completed around the Deflector West and Deflector Central pits. Drilling was primarily designed to step out below previous drilling to test for mineralisation continuity at depth.

The primary gold mineralisation is contained within a 1 - 4 metre wide shear zone, hosted within metamorphosed basalt. The shear zone hosts quartz veins up to 30cm wide. The main mineralogy assemblage is pyrite, chalcopyrite and chalcocite.

Hole ID From Interval $Au(g/t)$ uncut $Cu$ (%)
(metre) (metre) $/30g/t$ Cut
HDRC002 128 129 5.77 0.41
HDRC003 112 113 32.35 / 30.00 1.60
HDRC004 112 114 $\overline{2}$ 2.89 1.89
HDRC005 85 88 3 5.92 0.73
HDRC006 94 96 2 16.69 / 12.19 0.43
103 106 3 8.08 1.81
HDRC009 104 108 4 10.53 5.45
HDRC010 92 99 7 7.80 2.95
HDRC011 118 120 $\overline{2}$ 18.50 / 17.82 5.52
HDRC012 78 83 5 1.78 0.89
HDRC013 74 80 6 2.62 1.44
HDRC014 79 82 3 5.32 7.33
HDRC015 108 111 3 6.32 1.11
HDRC016 75 77 2 3.47 0.71
87 91 4 8.91 2.33
101 103 $\overline{2}$ 3.09 1.18

Significant drill intersections, using a $1 \frac{g}{t}$ Au threshold are tabulated below

Drilling has confirmed previous drilling results by Gullewa Gold (1996) and Menzies Gold (2002) whereby high grade steeply dipping Au-Cu veins of 1-4 metres width comprise the Deflector West and Deflector Central lodes

Drilling has been concentrated at depth below previous drill intercepts and has returned positive results. The ore bodies remain open at depth and along strike to the north.

Further drilling is being planned for commencement in May to extend known mineralisation.

A new ore resource estimation is currently being calculated to include this latest round of drilling.

Hallmark has also undertaken a thorough review of Deflector metallurgy and has commissioned further test work designed to optimize gold and copper recoveries.

Hallmark has also applied for 1 exploration and 9 prospecting licenses in the immediate Gullewa area closing off narrow gaps in the tenements due to the recent datum change.

PAYNES FIND PROJECT

Hallmark owns tenements and also has an option to acquire other tenements at Paynes Find. It is proposed that the tenements and the option are sold to Batavia Mining as referred to above. Combined, these tenements cover most of the historic mines in the Paynes Find gold mining centre and are considered to have the potential to contain high-grade ore.

During the quarter further drilling was completed at the Paynes Find Project.

A total of 5 holes for 356 metres of Reverse Circulation (RC) drilling were completed at the Carnation, Scaddens and Lakeview prospects. This drilling was designed to follow up previous Hallmark drill intersections.

In the Carnation area, drilling was completed to the south along strike to test for continuity of mineralisation. The Scaddens area was targeted because previous drilling had identified possible shoot development in this area. A further 20 m step out to the south-east was completed to test for the down dip extension of this shoot. In the Lakeview area drilling also confirmed previous Hallmark high-grade intersections, which have outlined a possible shoot.

Gold mineralisation is located in moderate plunging quartz – pyrite shoots within continuous shear zones. Drilling has demonstrated the continuity of 3 ore shoots.

Further evaluation work is currently being undertaken.

The significant intersections using a 0.50 $g/t$ Au threshold are tabulated below.

Hole ID From Interval Au(ppm) Prospect
(metres) (metres)
HPFRC031 34 35 2.21 Carnation South
38 39 8.07 Carnation South
HPFRC033 35 36 5.47
چس ویس 78 2.35 Scaddens
64 66 ́ 2.08 Lakeview

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.

Hallmark's 20% interest is free-carried to production, and is convertible to a 2% net smelter return, at Hallmark's election. Hallmark's current resource estimate on the Cawse Extended Project (Using a cut off grade of 0.5% Nickel) is 84.1 million tonnes $\hat{\omega}$ 0.84 % Ni equivalent.

No activities occurred during the quarter.

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 and the project is subject to a 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 withdraw from the exploration licence, and retains the right to purchase the PLA's for \$60,000.

Hallmark subsequently granted an option to purchase the exploration licence for \$50,000, plus a further royalty of \$100,000.

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 enements 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. Barmineo is manager of the joint venture. Barmineo 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.

HALLMARK CONSOLIDATED LIMITED

John W Barr Chairman 30 April 2003

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.

The Hallmark Group holds interests in the following 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
M40/157
P40/1001-02
MLA40/194
Diluting to a 3% gross royalty (third
party retains a 25% interest in Hallmark's
residual interest).
Current percentage interest is 10.1%.
Paynes Find M59/10
M59/235
M59/244
J
Ĩ
Option to acquire 100%.
100%.
PLA59/1638
PLA59/1639
J
J
Application 100%.

SOUTH MURCHISON MINES PTY LTD (wholly owned subsidiary)

Deflector M59/442 100%.
ELA59/1126 100%.
ELA59/1129 100%
PLA59/1659 100%
PLA59/1660 100%
PLA59/1661 100%
PLA59/1662 100%
PLA59/1663 100%
PLA59/1664 100%
PLA59/1665 100%
PLA59/1666 100%
PLA59/1667 100%

CONNAUGHT MINING NL (wholly owned subsidiary)

Duplex Hill South F.26/64 100% under option for sale.
PLA26/2899-901 100% under contract of sale

Appendix 5B

Rule 5.3

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")

31 March 2003

Consolidated statement of cash flows

Current quarter Year to date
Cash flows related to operating activities \$A'000 9 months
\$A'000
1.1 Receipts from customers
1.2 Payments for (a)
(b)
$\left( c \right)$
(d)
exploration and evaluation
acquisition - mining tenement
development
production
(30) (250)
(732)
administration
(e)
(79) (584)
1.3 Royalties received
1.4 Interest and other items of a similar nature received 60 173
1.5 Interest and other costs of finance paid
1.6 Income taxes paid (9) (28)
1.7 Other (5)
Net Operating Cash Flows (58) (1, 426)
Cash flows related to investing activities
1.8 Payment for purchases of: (a) prospects
(b) equity investments (20) (20)
(c) other fixed assets (24) (50)
1.9 Proceeds from sale of: (a) prospects
(b) equity investments 1,300
(c) other assets
1.10 Loans to other entities (166) (1037)
1.11 Loans repaid by other entities 100 753
1.12 Other
Net investing cash flows (110) 946
1.13 Total operating and investing cash flows (carried forward) (168) (480)
  • See chapter 19 for defined terms.
1.13 Total operating and investing cash flows (brought
forward) (168) (480)
Cash flows related to financing activities
1.14 Proceeds from issues of shares, options, etc. $\overline{a}$
1.15 Payment for shares (buy-back) $\overline{a}$
1.16 Proceeds from borrowings $\overline{a}$
1.17 Repayment of borrowings $\overline{a}$
1.18 Dividends paid
1.19 Other $\overline{r}$
Net financing cash flows $\overline{a}$
Net increase (decrease) in cash held (168) (480)
1.20 Cash at beginning of quarterlyear to date 4,081 4,393
1.21 Exchange rate adjustments to item 1.20
1.22 Cash at end of quarter 3,913 3,913

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
SA'000
1.23 Aggregate amount of payments to the parties included in item 1.2 94
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

Νi

Nil

$2.2$ Details of outlays made by other entities to establish or increase their share in projects in which the reporting entity has an interest

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 $\overline{r}$

Estimated cash outflows for next quarter

\$A'000
4.1 Exploration and evaluation 150
4.2 Development $\overline{ }$
Total $\overline{ }$

Reconciliation of cash

$\blacksquare$

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
5.1 Cash on hand and at bank 57 43
5.2 Deposits at call 3,786 3,968
5.3 Bank overdraft
5.4 Other – security deposits 70 70
Total: cash at end of quarter (item 1.22) 3,913 4,081

Changes in interests in mining tenements

Tenement
reference
Nature of interest
(note (2))
Interest at
beginning of
quarter
Interest at
end of
quarter
6.1 Interests in mining
tenements relinquished.
reduced or lapsed
Νi
6.2 Interests in mining ELA59/1129 Application 0% 0%
tenements acquired or P59/1659 Application 0% 0%
increased 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%

+ 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 (Options
exercisable at 25 cents
expiring on 30 June
2004)
3,280,000 Nil 25c 30 June 2004
7.8 Issued during quarter
7.9 Exercised during quarter
7.10 Expired during quarter
7.11 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.

`≰4

Sign here:

(Company Secretary)

Date: 30 April 2003

Print name: CHRISTOPHER BATH

+ See chapter 19 for defined terms.