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VOLT RESOURCES LIMITED — Capital/Financing Update 2009
Mar 1, 2009
66019_rns_2009-03-01_0d5b74d0-6ce8-466c-8152-13447e6850f1.pdf
Capital/Financing Update
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RTL Corporation Limited
ABN 28 106 353 253
Level 20, Tower A 821 Pacific Highway Chatswood NSW 2067 Australia PO Box 5335 Chatswood NSW 1515 Australia
Ph: +61 2 8448 8195 Fax: +61 2 8448 8196
2 March 2009
FOR IMMEDIATE RELEASE
The Company Announcements Platform Australian Securities Exchange Level 4 20 Bridge Street SYDNEY NSW 2000 By e-lodgement
Dear Sir/ Madam
CHANGE IN ACTIVITIES TO MINING SERVICE INDUSTRIAL COMPANY
RTL Corporation Limited ( RTL or Company ) is pleased to announce that its board of directors ( Board ) has resolved to change the activities of the Company to focus solely on the Company’s mining service asset, being the Mine Mixers business.
This process will involve a significant change in the nature and scale of the Company’s activities and the Company will be required to re-comply with Chapters 1 and 2 of the ASX Listing Rules if the proposal is approved by shareholders at an upcoming general meeting of the Company.
A summary of the assets that will form the focus of the Company’s activities, the process for recomplying with Chapters 1 and 2 of the ASX Listing Rules and the timetable for undertaking these events is set out below:
Overview of Mine Mixer business
The Company announced in June 2008 that it had entered into a conditional agreement with Every Day Mine Services Limited ( EDMS ) to acquire 100% of the intellectual property, assets and rights to manufacture and market a specialised underground agitator for the mining sector known as the Mine Mixer. The issue of securities to acquire the Mine Mixer business was approved by shareholders at a general meeting of the Company held in September 2008.
The Mine Mixer is an underground specific agitator truck that was developed by EDMS over a number of years and is highly regarded by customers for its specialised safety features developed for underground conditions.
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Specifically, the Mine Mixer is based on the JCB series of articulated off-road dump trucks that have been designed and modified specifically for use by:
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underground hard rock and large coal mines;
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tunnelling applications; and
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above ground use in steep terrains.
Further detail on the Mine Mixers business is available from www.minemixers.com.
Ownership Structure
The Company’s investment in Mine Mixers is held by Mine Mixers Pty Ltd, a 100% wholly owned subsidiary of the Company.
Manufacturing
Mine Mixers works with two exclusive partners, Cesco Australia Limited and QMW Industries Pty Ltd, to modify and construct the Mine Mixers. Both parties are located in Brisbane, Australia and are specialised engineering and fabrication service providers to the civil and mining industries.
The Company commenced commercialisation of the Mine Mixer technology through the construction of two machines which were completed in September and October 2008.
Tenders
Following the completion of the above machines, the Mine Mixer was listed as one of two machines suitable for operation at a leading Australian mine. A tender process was initiated in November 2008 and Mine Mixers partnered with a leading supplier for concrete for the job. This tender involved 7 machines on a 5 year contract. In December 2008, the Company was advised that the tender process was being suspended and this is still the case today. Prior to this announcement, the Company had, however, commenced the accumulation of JCB trucks given the feedback received on the machine and tender.
In addition to the above tender, the Company is currently in the final stages of negotiation on a three year contract for two machines. Additional interest has also been expressed in a further two machines by another party, however, these negotiations are not advanced at this stage.
Current Environment
The timing of commercialisation of the Mine Mixer has coincided with turbulent global financial conditions. Specifically, the deferral of commitments to operational and capital expenditure by mines and contractors has resulted in lower than expected demand during 2008 and has delayed the realisation of the Company’s commercialisation strategy for the machines.
Despite the drop in demand late last year, the 2009 calendar year has seen renewed interest in the machines and the Board believe that concentrating on the Mine Mixer technology represents the most appropriate strategy for the future success of the Company.
Marketing Plan
A revised marketing plan for the Mine Mixer has been prepared. This plan consists of direct marketing of the Mine Mixer to potential clients on their sites following the positive responses
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received from parties once they have inspected the machines in person. This marketing commenced in the second week of February 2009 and one of the machines will be showcased at the Mt Isa Mine Expo in March 2009.
Assets owned as at 31 December 2008
The Company completed a sale and leaseback of MM1 in December 2008 to an operating lease finance company. Mine Mixers has the use of this machine for a 24 month period from December 2008 and pays monthly rental payments on the machine.
The Company owns outright:
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MM2 – a 2005 714 mixer that was completed in October 2008.
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MM3 – a 2005 718 mixer that has been partially completed.
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4 x 718 JCB ADT’s that were acquired by Mine Mixers from local and offshore parties in preparation for the above mentioned tender.
To date, in excess of $1.0m has been invested in inventory that is available to the Company for resale.
General Meeting
RTL will be required to seek shareholder approval and re-comply with Chapters 1 and 2 of the ASX Listing Rules in order focus solely on its Mine Mixer business going forward. Accordingly, a Notice of Meeting dealing with all relevant issues is currently being prepared and will be distributed to shareholders as soon as reasonably practicable.
Capital Raisings & Unmarketable Parcel Sale
RTL proposes to undertake two capital raisings as part of the process of re-complying with Chapters 1 and 2 of the ASX Listing Rules. It also proposes to undertake an Unmarketable Parcel Sale as part of the process.
The first raising will be undertaken as a Share Purchase Plan. In introducing the Share Purchase Plan, the Company is particularly mindful of the number of long standing shareholders of the Company who no longer hold a marketable parcel of shares. It is anticipated that the Share Purchase Plan will raise up to $340,000 if fully subscribed. Full details of this plan will be provided within the next week.
At the same time as the Share Purchase Plan is undertaken, the Company will also seek to complete a sale of Unmarketable Parcels held by over 1,500 RTL shareholders. The Company’s Constitution makes provision for the Company to sell unmarketable parcels of shares. The Company benefits from this because it is able to reduce its administrative costs and overheads and operate more efficiently. A shareholder may also benefit because unmarketable parcels are often difficult to sell without payment of high commission. Further details of this sale process will be provided to shareholders within two weeks.
Following the completion of the Share Purchase Plan and Unmarketable Share Sale process, the timetable for re-complying with Chapters 1 and 2 of the ASX Listing Rules will commence. As part of the re-compliance process, it is anticipated at this time that RTL will be required to raise up to an additional $660,000 through the issue of new shares at a minimum issue price of $0.20 each with free attaching options. This capital raising will take place pursuant to a “full form” prospectus. The minimum subscription is likely to be $460,000.
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In order to raise funds at a minimum price of $0.20 per share, the Company will need to undertake a consolidation of its existing issued capital. The ratio of the consolidation has not yet been determined and is likely to be finalised in the coming weeks after discussions are held with various brokers/investors.
Proposed Expenditure Budget
On completion of the various capital raisings, the Company will have approximately $1.15 million (assuming $1.0 million is raised) available for working capital.
The Company intends to apply these funds over the subsequent 12 months as follows:
| Item | Amount |
|---|---|
| Completion of MM3 for long term rental | $141,000 |
| Completion of MM4 | $209,680 |
| Marketing Expenses | $75,000 |
| Payments to Trade Creditors | $98,000 |
| Corporate expenses, administration costs and working capital |
$626,360 |
| Total | $1,150,000 |
It is noted that the above table excludes any cash proceeds realised by the Company from the sale of its current inventory. Current negotiations are underway to sell one unmodified 718 ADT for $140,000.
It should be noted that the proposed budget will be subject to modification based on the Company’s on-going marketing results.
Capital Structure
The existing capital structure of the Company is set out below. As noted above, the Company intends to:
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(a) issue up to 30% of its existing share capital through a Share Purchase Plan to existing shareholders to raise up to $340,000;
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(b) undertake a Unmarketable Share Parcel sale;
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(c) undertake a consolidation of its existing shares and options; and
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(d) raise up to an additional $660,000 through the issue of shares at no less than $0.20 each and free attaching options.
As at the date of this announcement, the ratio of the consolidation and the number of new securities to be issued for the $0.20 raising has not been determined and has therefore not been included in the table below.
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| Ordinary Shares | Number |
|---|---|
| Current shares on issue | 377,592,902 |
| Proposed Share Purchase Plan | 113,277,871 |
| Total | 490,870,773 |
| Performance Shares | Number |
|---|---|
| Current Class A Performance Shares on issue | 50,000,000 |
| Current Class B Performance Shares on issue | 75,000,000 |
| Current Class C Performance Shares on issue | 75,000,000 |
| Total | 200,000,000 |
| Options | Number |
| $0.01 options, expiring on 31 March 2010 | 20,000,000 |
| $0.013 options, expiring on 30 September 2010 | 5,000,000 |
| Total | 25,000,000 |
Balance Sheet
The reviewed balance sheet of the Company as at 31 December 2008, together with the proforma balance sheet after the proposed capital raisings is attached as Annexure “A”.
Existing RTL business
Subject to shareholder approval being obtained for the significant change in activities, it is not proposed that further resources will be applied towards the pre-filled medical device.
Indicative Timetable
The indicative timetable is set out below:
| Event | Date |
|---|---|
| ASX announcement of change in activities | 2 March 2009 |
| ASX announcement of Share Purchase Plan Terms | 6 March 2009 |
| ASX announcement of Unmarketable Parcel Sale | 6 March 2009 |
| Completion of Share Purchase Plan | 3 April 2009 |
| Completion of Unmarketable Parcel Sale | 21 April 2009 |
| Despatch Notice of Meeting | 27 April 2009 |
| Suspension of RTL’s securities from trading on ASX | 28 May 2009 |
| General Meeting to approve transaction | 28 May 2009 |
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| Lodgement of Prospectus with the ASIC | 29 May 2009 |
|---|---|
| Allotment and issue of shares pursuant to Prospectus | 12 June 2009 |
| Anticipated date suspension of trading is lifted and the Company is re-listed on ASX |
19 June 2009 |
The timetable set out above is only indicative and is subject to change.
It is the RTL board’s view that the change in activities will give all shareholders the opportunity to participate in a credible and promising mining service industry company, led by a capable board and management.
Yours faithfully
==> picture [118 x 65] intentionally omitted <==
Ashley Pattison Director
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Annexure “A”
| Audit Reviewed Proforma Balance Sheet | 31 Dec 2008 $ |
Proforma after capital raising $ |
|---|---|---|
| ASSETS Current Assets Cash and cash equivalents 220,886 Trade and other receivables 82,932 Inventories 1,233,176 Total Current Assets 1,536,994 Non-Current Assets Property, plant and equipment 5,491 Total Non-Current Assets 5,491 TOTAL ASSETS 1,542,485 LIABILITIES Current Liabilities Trade and other payables 170,040 Total Current Liabilities 170,040 TOTAL LIABILITIES 170,040 NET ASSETS 1,372,445 EQUITY Contributed equity 19,055,453 Reserves 385,269 Accumulated losses (18,068,277) NET EQUITY 1,372,445 Note 1. The movement of cash assets is reconciled as follows: Opening balance Placement of shares (pursuant to proposed Share Purchase Plan and Placement under “full form” prospectus) Closing Balance |
220,886 82,932 1,233,176 |
1,220,886 83,932 1,233,176 |
| 1,536,994 | 2,536,994 | |
| 5,491 | 5,491 | |
| 5,491 | 5,491 | |
| 1,542,485 | 2,542,485 | |
| 170,040 | 170,040 | |
| 170,040 | 170,040 | |
| 170,040 | 170,040 | |
| 1,372,445 | 2,372,445 | |
| 19,055,453 385,269 (18,068,277) |
20,055,453 385,269 (18,068,277) |
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| 1,372,445 | 2,372,445 | |
| 220,866 1,000,000 |
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| 1,220,866 |
The cash balance in the proforma balance sheet does not take into account expenditure incurred between 31 December 2008 and the anticipated date of completion of the investment nor the cost of the capital raising.
Note 2. The movement in contributed equity is reconciled as follows:
| Opening balance Placement of shares (pursuant to proposed Share Purchase Plan and Placement under “full form” prospectus) Closing Balance |
19,055,453 1,000,000 |
|---|---|
| 20,055,453 |
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