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NZX Announcement: Final announcement for the year to 31 March 2016

Final announcement for the year to 31 March 2016
Financial Result

Your directors submit the audited financial statements of Aorere Resources Limited for the 12 months to 31 March 2016. The trading result for the period was a loss of $911,000 (2015 loss, $3.917 million). 

Portfolio Review
As at 20 May 2016, our portfolio comprised the following investments, with our Chatham Rock Phosphate shareholding presently the dominant investment representing 46% of total assets.

Portfolio Review

Chatham Rock Phosphate
 

Chatham Rock Phosphate (CRP) is the investment that we are most involved with operationally. After taking up our full entitlement in the recent rights issue, we are now the third largest individual shareholder in CRP with 6%. 

CRP holds a granted mining licence on the Chatham Rise and is pursuing five exploration licences which are located offshore Namibia.  These licenses were first applied for in mid-2012.

Corporate Milestones
 

As reported in CRP’s regular shareholder updates and other announcements made during the year, CRP is actively moving on a number of fronts despite the reduced size of the team.
Impressively CRP has continued to raise the money they needed to remain viable and to maintain their momentum.
Over the past few months there has been a steady stream of support from CRP shareholders and new investors keen to support their plans.  In total, Chatham has now sourced $3 million in the last 14 months.  This is a remarkable achievement given both the major setback in CRP’s circumstances in March last year and the weak resource market conditions prevailing during the past 12 months. 
CRP’s funds position will be improved further when they merge with cashed up Antipodes Gold, in order to list on the Canadian TSX-V market.  Antipodes is listed in New Zealand so CRP shareholders will enjoy the best of both worlds.
The merger is expected to proceed as soon as CRP completes its recently announced share purchase plan and is expected to be completed by 30 September 2016. 
 
Operational Focus
 
CRP executives have been steadily working through the steps required to resubmit their application for a Marine Consent. These include:
Ø  Reviewing the previous application to EPA, as part of this CRP commissioned a 360 degree review from the key players involved in the last application.

Ø  Working with officials in various government ministries to seek efficiencies in the permitting process – the recently announced Resource Legislation Amendment Bill has the potential to achieve these.

Ø  Keeping a close watch on the actions of Trans Tasman Resources (TTR). Encouragingly TTR has already announced it intends to reapply for a Marine Consent, and it appears likely this application will proceed under existing legislation.

Ø  Investigating and advancing trading relationships with other participants in the phosphate sector.

Ø  Advancing towards sourcing reactive rock phosphate from several well located on-shore deposits.

Ø  Continuing to build farming sector, academic, industry and central government support for the Chatham Rise project and for the use of Chatham rock phosphate as a sustainable, environmentally friendly phosphorous source.

Ø  As part of this CRP has commissioned further pot tests to be followed by field trials.

Ø  Attempting to resolve the fee dispute with EPA (unsuccessful so far).

Ø  Seeking a refund of overcharged mining permit fees (reportedly now very likely to succeed).

Ø  Being actively involved and frequently invited to present at fertiliser, resources sector and environmental conferences.

In summary, CRP is in very good heart, is well funded and has increasing forward momentum.

Asian Mineral Resources

AMR is one of the few new sources of nickel sulphide supply globally. AMR commenced commercial production from its Ban Phuc nickel project in Vietnam in mid-2013. The Ban Phuc project currently produces over 8,600 tonnes of nickel and 4,000 tonnes of copper per annum contained in concentrate, plus a cobalt by-product.
 
In addition to in and near-mine expansion projects, Ban Phuc provides a cash-generative operating platform from which AMR can continue to focus on developing a new nickel camp within its 150km sq of concessions located throughout the highly-prolific Song Da rift zone, where AMR has a number of advanced-stage nickel exploration targets.
 
Financial and Operating Results for Year Ended December 31, 2015
 
AMR recently reported the following financial and operational update for the full year ended December 31, 2015.
 
Operational Highlights
 
·       18% above target milled production of 447,746 tonnes (379,600 tonnes FY 2015 target)

·       8,607 tonnes of nickel contained metal in concentrate (FY2014: 6,854 tonnes)

·       4,011 tonnes of copper contained metal in concentrate (FY2014: 3,439 tonnes) and

·       Above target nickel mill recoveries of 87.4% (FY2014: 85.2%)

·       All mine capital development completed ahead of schedule in 2015

·       Tailings dam construction completed for full current life of mine

 
Health, Safely and Environment

 
·       Continued ongoing safety performance exceeding annual targeted rates

·       No reportable environmental incidents.

 
Exploration

 
·       Kingsnake geological mapping and trenching identifies 1.2km mineralized zone at surface with surface EM identifying the presence of EM conductors at depth.

Commenting on the year end performance, CEO Evan Spencer said:
·       “We are extremely pleased with AMR’s performance given the extremely low commodity pricing environment throughout 2015

·       Operational performance continued to achieve increased productivities enabling AMR to exceeded target production and sales volumes

·       Despite the sustained drop in nickel price throughout 2015, increased production levels combined with our strong focus on efficiencies and cost reductions strategies enabled us to maintain cash flow going forward

·       At the same time, AMR remains committed to pursuing growth opportunities, on our near-mine exploration and regional exploration targets with a priority focus on Kingsnake where exploration activities remain ongoing”

 
From our viewpoint, AMR is a very well managed company and remains a quality investment (if presently somewhat over-discounted by the market) with exciting prospects for the future.
 
Mosman Oil and Gas
 

In late 2013, Aorere converted a 100% interest in onshore West Coast oil prospect (Petroleum Creek) into approximately 10% of AIM listed Mosman Oil and Gas Limited, which now holds the oil interest.  After selling a substantial part of our holding at higher prices prevailing before the oil price crash, we now hold a 2.6% shareholding in Mosman with a present market value of $72,000 at 0.72p.

Mosman is an Australia and New Zealand focused oil exploration and development company with a strategy to build a sustainable mid-tier oil and gas business by acquisition and organic growth. Current exploration projects include the following permits which are 100% owned:

·       Petroleum Creek Project, New Zealand - the project is a 143 sq. km project located near Greymouth on the South Island in the southern extension of the proven Taranaki oil system.

·       Taramakau Permit, New Zealand – the permit (990 sq. km onshore) surrounds the Petroleum Creek Project and shares similar geological characteristics and shares similar prospective play types. 

·       Murchison Permit, New Zealand – the permit (517 sq. km onshore) located approximately 100 kilometres north of Petroleum Creek has a 13 TCF contingent resource identified.

·       Amadeus Basin Projects, Australia. Mosman owns two granted permits and one application in Central Australia which total of 5,458 sq. km. The Amadeus Basin is considered one of the most prospective onshore areas in the Northern Territory of Australia for both conventional and unconventional oil and gas, and hosts the producing Mereenie, Palm Valley and Surprise fields.

In a recent news release, the Mosman chairman made the following comments:

 “2015 was a challenging year for the sector with continued oil price weakness and volatile equity capital markets, and as a result Mosman implemented a revised strategy and operational plan changing from its original focus on exploration (including drilling 3 wells) to seeking and securing a production asset. The revised plan was implemented to take advantage of the opportunity to purchase production assets, thereby providing cash flow and a medium term sustainable business model.  The revised strategy was actioned and in September Mosman signed a contract to acquire the South Taranaki Energy Project ("STEP"'), an existing producing asset in New Zealand. However, the further subsequent significant reduction in the oil price in late 2015 and early 2016, together with related difficulties in obtaining government approvals, led to the cancellation of that acquisition.

As a result of the Board's actions to mitigate against further expenditure, Mosman remains in a sound financial position.  Going forward, given the ongoing uncertainties associated with the current oil price and the lack of clarity on how long oil prices may remain at current depressed levels, and the continuing volatility in equity capital markets, the Board is also cognisant that it has a responsibility to continue to monitor and evaluate the effectiveness of its revised business strategy and plans over its current portfolio.  The Board has also determined that it is prudent to evaluate other suitable opportunities to enhance shareholder value and this process is underway”

Given its nominal market value we consider Mosman an investment well worth holding.

Akura

Aorere has 8% of Fiji oil explorer Akura, which is presently re-applying for oil exploration licences in Fiji.

Earlier research and exploration by Akura has shown Fiji to have a high potential for the discovery of oil in onshore anticline traps associated with natural gas seepage, some dominated by butane. The main anticline target in the Nadi area has a projected length of 24 km, of which 12 km is coincident with natural gas seepage and such structures are capable of producing in excess of 100 million barrels of oil.

Breaking News – Investment in Nevada gold project

In November last year, Aorere Resources Limited  through its relationship with local mining consultant Campbell McKenzie (Kenex Knowledge Systems) and Montana based Childs Geoscience Inc, happened across private group AIM (Nevada based American Innovative Minerals LLC), which was unexpectedly on the market sale due to the untimely deaths of its two geologist/prospector principals, Alan Branham and Don Decker.
Aorere, who invest in selected early stage minerals projects, subsequently undertook due diligence on the project.
AIM, and the flagship Fondaway Canyon Gold Project (“Fondaway”) in particular, fulfilled Aorere’s  requirements of an advanced gold project, defined high grade resources, excellent infrastructure, in a safe haven with no known environmental issues.
This encouraged Aorere to assemble a technical team to expedite the purchase of AIM, with the objective of creating value by overseeing the immediate development of Fondaway. Negotiations have been successful and Aorere (through a newly incorporated company, Nevada Gold Limited) now holds an option to the 100% ownership of AIM and Fondaway.  
Fondaway has indicated and inferred resources estimated to contain over 361,000 oz gold, averaging 7.1g/t gold, and showing growth potential estimates exceeding 1M oz gold, a net present value (8%) > $US 100M with possible gold production within three years.
Nevada is mining friendly, Fondaway has no identified environmental issues; infrastructure is simple in a district where access to professional and highly skilled labour and equipment is excellent.
The AIM purchase includes a portfolio of ten additional exploration projects in or adjacent to Nevada’s major gold districts, providing a pipeline for developing additional resource
Aorere is presently offering the opportunity to qualified investors to invest in Nevada Gold Limited, in a low sovereign risk major gold mining district, in Nevada USA.
Outlook

After a difficult year, we believe Aorere is now regaining momentum and prospects are improving on a number of fronts. 
 
Chris Castle                                                            Dene Biddlecombe
Managing Director                                             Chairman of Directors

 

NZX Announcements: Investor Briefing: Fondaway Canyon Gold Project

NZX Market Announcement

Investor Briefing: Fondaway Canyon Gold Project
Highlights:

Aorere Resources Limited (NZX:AOR) has secured an exclusive right to purchase American Innovative Minerals LLC (AIM) through its wholly owned subsidiary Nevada Gold Limited (NGL).

AIM holds multiple exploration projects in resource-rich Nevada, including the flagship Fondaway Canyon Gold Project (Fondaway). Fondaway is an advanced exploration project with historical resource estimates of:

·       Indicated resources of 562,665 tonnes @ 9.2 g/t gold containing 166,726 oz gold with additional oxide open pit indicated resources of 246,878 tonnes @ 3.1 g/t gold containing 24,760 oz gold.

·       Inferred resources of 537,045 tonnes @ 8.8g/t gold containing 152,362 oz gold, with additional oxide open pit inferred resources of 244,710 tonnes @ 2.3 g/t gold containing 18,070 ounces of gold.

AOR has commissioned a Scoping Study (Study) on Fondaway from Michael Norred of Techbase International Ltd (Author). The Study was undertaken on the basis of these historic indicated resources only and estimates a net value of Fondaway of US$37.2M. The key assumptions underlying this estimated net value were advised to the market on 17 May 2016.

Fondaway is a well-explored mineral deposit, with significant potential.  In the opinion of the Author a profitable mining operation can be developed at Fondaway. 

Capital Raising

AOR is now managing a capital raising in NGL to finance the acquisition of AIM and its initial working capital requirement. The investor presentation supporting this capital raising accompanies this announcement and is available from our websitewww.aorereresources.com.

Please note the capital raising is targeted at wholesale investors only and is not intended to be extended to retail investors at this time. 

Fondaway Overview                                                                                 

Fondaway is one of several mineral properties within the portfolio of AIM.  The property includes 136 contiguous, unpatented lode mining claims, covering approximately 2,800 acres (1,133 ha), on Bureau of Land Management (BLM) administered land in Churchill County, approximately 43 miles (69 km) northeast of Fallon, Nevada.  The claim group is on the western flank of the Stillwater Range.

Fondaway property is surrounded on three sides by the Stillwater Wilderness Study Area (WSA).  The WSA boundary overlaps portions of some claims.  The WSA has been recommended as non-wilderness by the BLM, but its status is pending final action by the US Congress.      

Production from the properties is subject to NSR royalties of 3% to Richard Fisk, and 2% to Hale Capital, for a total of 5%.  Each of these royalties can be bought out.

The Fondaway property was originally staked by the Fisk brothers in 1956 for tungsten.  The property has been leased, sub-leased, and joint-ventured by a series of mining companies, including Occidental Minerals, Tundra Gold Mines, New Beginnings Resource Corp, Homestake Minerals, Mill Creek Mining, Tenneco Minerals, Consolidated Granby, Stillwater Gold, Agnico Eagle, Royal Standard Minerals, and AIM.

The earliest mine production by the Fisk brothers was approximately 10,000 tons of tungsten ore, recovering 200,000 pounds of tungsten trioxide (WO3).  Tenneco Minerals operated an open pit mine that recovered 5,402 ounces of gold from 186,000 tons of ore, and Fisk Mining recovered 2,500 ounces of gold from 25,000 tons of ore.

The majority of the gold mineralization at Fondaway is hosted in steeply dipping, silicified shear zones.  Gold values are restricted to the shear zone and are not disseminated into the wall rock.

The previous operators of Fondaway have conducted numerous exploration programs.  In addition to drilling, exploration has included extensive surface sampling, underground channel sampling, geological mapping, and geophysical surveys. 

Many holes were drilled between 1980 and 2002.  Core, Reverse Circulation, and Air-track holes are known to have been drilled by the various mining companies.  The Fondaway Canyon database currently contains records for 582 holes, totaling 160,026 feet (48,776 m) of drilling.  Drilling in 2002 by NCI found deeper intersections with the mineralized zone, and a possible new target under the pediment.

Metallurgical testing and operations experience have shown that the oxide ores at Fondaway are readily leachable.  The sulfide ores have been problematic, however test results show recoveries of up to 95% can be achieved by using an oxidizing pre-treatment followed by CIL leach.  A multi-stage flotation process was also promising, with recorded recoveries between 94.3 and 100.6%.  Further testing is recommended to find the most cost-effective process for future mining.

Resource estimates have been included in technical reports by previous authors.  The resource statements from each report have been examined by the Author, and were found to be in general agreement, in particular in the total contained gold.  The resource estimate by Brady (1997) was chosen by the Author for further analysis of the sulfide, underground mineable mineralization, along with an estimate by Cohan (1997), who identified a portion of the oxide, open pit mineable resource that was outside the WSA boundary.

 

A detailed mine plan and schedule has not been developed for this property, so costs were estimated based on another property with similar size, geometry, and production rate.  Using these assumptions, and after deducting costs for further exploration and planning, permitting, capital costs, and operating costs, Fondaway was found by the Author to have a net value of $37.2 million dollars, and a NPV (8%) of $18.8 million.

Fondaway is a well-explored mineral deposit, with significant potential.  In the Author’s opinion, some of that potential has not been realized due to multiple changes in management over the life of the project.  The available data from the various sources has not been well-integrated, and consequently much of it has not been exploited for maximum exploration success.

Based on the Mineral Resources estimated by previous authors, and based on the relevant assumptions documented in Sections 21, and 22, it was the Author’s opinion that a profitable mining operation can be developed at Fondaway.  There are opportunities to significantly increase the resources at Fondaway.  Any increase in the mineable portion of the resource would improve the economics by spreading the fixed exploration, planning, and capital costs over a greater tonnage.

Study Parameters

AOR commissioned the Author to undertake the Study as part of a due diligence process to provide independent support for the development potential of Fondaway. Details of the Study in this announcement are derived from Fondaway Canyon Project Scoping Report, Churchill County, Nevada, USA; prepared for Aorere Resources Limited, Wellington, New Zealand April 19, 2016 by: Michael Norred, President of Techbase International, Ltd. P.O. Pox 18820; Reno, NV 89511.

The Study is preliminary in nature, it includes indicated mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the preliminary economic assessment will be realized.

Resource figures used in the Study are based on Historical Estimates from NI 43-101 technical report "Proposals to Upgrade South Pit, Deep Dive, Half Moon, Paperweight, and Hamburger Hill to a Measured Gold Resource, Fondaway Canyon, Churchill County, Nevada (Amended); Prepared by Strachan, D. CPG; September 2003 for Royal Standard Minerals Inc.:

I.                         As at the date of the Study, Mr. Strachan was a “Qualified Person” as defined by NI 43101

II.                         A Qualified person has not done sufficient work to classify the historical estimate as current mineral resources or mineral reserves;

III.                         AOR and NGL are not treating the historical estimate as current mineral resources or mineral reserves

AOR Involvement

In November last year, AOR through its relationship with local mining consultant Campbell McKenzie (Kenex Knowledge Systems) and Montana based Childs Geoscience Inc, happened across AIMwhich was unexpectedly on the market for sale due to the untimely deaths of its two geologist/prospector principals, Alan Branham and Don Decker.

AOR’s core business is to invest in selected early stage minerals projects and subsequently undertook due diligence on the project.

AIM, and the flagship Fondaway project in particular, fulfilled Aorere’s requirements of:

·       an advanced minerals project;

·       defined high grade resources;

·       excellent infrastructure;

·       a constructive regulatory setting for mining; and

·       no known environmental issues.

This encouraged AOR to assemble a technical team to expedite the purchase of AIM, with the objective of creating value by overseeing the immediate development of Fondaway. Negotiations have been successful and AOR now holds an exclusive right to acquire 100% ownership of AIM and Fondaway (NZX Announcement - 16 May 2016, Acquisition of Gold Prospect in Nevada).

Mr Simon Henderson, MSc Geology (CODES), an AusIMM Chartered Professional under the Discipline of Geology; is a Qualified Person as defined by National Instrument 43-101 and a Director of the Company, and has reviewed and approved thecontents of this announcement and accompanying presentation.

Contact:

Dene Biddlecombe

Chairman

Aorere Resources Limited

Email: deneb@xtra.co.nz


Warning - Forward Looking Statements

This release contains forward looking statements.  Forward-looking statements and information are not historical facts, are made as of the date of this release, and include, but are not limited to, statements regarding discussions of future plans, guidance, projections, objectives, estimates and forecasts and statements as to AOR's expectations with respect to, among other things, mineral properties and the matters described in this release.

These forward looking statements involve numerous risks and uncertainties and actual results may vary. Important factors that may cause actual results to vary include without limitation, the timing and receipt of certain approvals, changes in commodity prices, changes in interest and currency exchange rates, risks inherent in exploration results, timing and success, inaccurate geological and metallurgical assumptions (including with respect to the size, grade and recoverability of mineral reserves and resources), changes in development or mining plans due to changes in logistical, technical or other factors, unanticipated operational difficulties (including failure of plant, equipment or processes to operate in accordance with specifications, cost escalation, unavailability of materials, equipment and third party contractors, delays in the receipt of government approvals, industrial disturbances or other job action, and unanticipated events related to health, safety and environmental matters), political risk, social unrest, and changes in general economic conditions or conditions in the financial markets.

MM

NZX Market Announcement: Acquisition of Gold Prospect in Nevada

16 May 2016
 
NZX Market Announcement
 
Acquisition of Gold Prospect in Nevada
 
Aorere Resources Limited (NZX: AOR) is pleased to announce that its wholly owned subsidiary Nevada Gold Limited (NGL) has today signed a conditional term sheet to acquire a Nevada company, American Innovative Minerals, LLC (AIM).
 
AIM is a privately held exploration company focused on precious metals discovery and development. AIM’s assets include 100% ownership or control of a gold exploration project in Nevada, USA, Fondaway Canyon (Project).  Due to unforeseen events with the founders of AIM, AIM has come on the market to be purchased.
 
About the Project
AOR has been undertaking due diligence on the Project and, as part of this, commissioned a scoping report on the Project from Techbase International Limited (Scoping Report). In preparing this report the various data obtained and previous reports compiled on the Project were reviewed and evaluated. Considerable investigations on the Project have previously been undertaken, including the commissioning of five technical reports between 1990 and 2013 to refine mineralisation estimates for the Project. These are all considered to be “historic resource estimates” under current reporting standards.
 
It is important to note that proven or probable gold reserves for the Project cannot be stated under NI 43-101 technical report requirements (or under equivalents in the JORC code) at this time. Necessary mine design work, metallurgical testing, detailed cost estimation, and permitting will be required to state a “Mineral Reserve” in accordance with these reporting requirements. Applicable reporting guidelines provide that mineral resources that are not “Mineral Reserves” do not have demonstrated economic viability. 
 
Within this context the Scoping Report uses a mineralisation estimate of 620,057 indicated tons averaging 0.269 gold ounces per tonne for contained mineralisation of 166,726 ounces of gold.
 
Using this estimate as a starting point and then applying the following key assumptions:
 
·       A gold price of US$1,200 per ounce;

·       Total gold recovered of 142,862 ounces;

·       Operating costs of US$130 per mined tonne;

·       Estimated exploration, planning, permitting and capital costs of US$39.2 million; and

·       The payment of transport costs, royalties, taxes and holding fees at prevailing rates,

 
the Scoping Report suggests a net value of the Project to be US$37.2 million.
 
AIM also owns or controls additional gold and silver projects, wholly owned fee land and 98 additional patented claims.
 
Terms of Acquisition
The agreed purchase price for AIM is US$2 million.
 
NGL will undertake a period of further due diligence over the next three months and negotiate and enter a definitive purchase agreement with the owners of AIM. It has also been agreed that the transaction is conditional on NGL raising up to US$3 million within the next 8 weeks to fund the purchase price and fund NGL with its initial working capital requirements. It is proposed that NGL will raise this funding directly and, on US$3 million being raised, Aorere’s shareholding in NGL will be diluted to 40%.
 
NGL is currently working on an investor presentation to support this capital raising strategy and intends to start investor meetings shortly. The capital raising offer is intended for wholesale investors only.
 
Through the term sheet entered today, NGL has secured exclusivity for 90 days for acquiring AIM (subject to the conditions noted above).
 
Outlook
Aorere’s focus has previously been on investing in early stage oil, gas and mineral projects in New Zealand. A considerable number of projects have been investigated in the last two years. However, those opportunities have not measured up, especially against this opportunity in Nevada.  Aorere has found that Nevada has a particularly attractive mining and regulatory environment which is attracting significant investment from other key players in the mining sector.
 
Dene Biddlecombe
Chairman
 
Email: Deneb@xtra.co.nz
 
 
Warning - Forward Looking Statements
This release contains forward looking statements.  Forward-looking statements and information are not historical facts, are made as of the date of this release, and include, but are not limited to, statements regarding discussions of future plans, guidance, projections, objectives, estimates and forecasts and statements as to AOR's expectations with respect to, among other things, mineral properties and the matters described in this release.
 
These forward looking statements involve numerous risks and uncertainties and actual results may vary. Important factors that may cause actual results to vary include without limitation, the timing and receipt of certain approvals, changes in commodity prices, changes in interest and currency exchange rates, risks inherent in exploration results, timing and success, inaccurate geological and metallurgical assumptions (including with respect to the size, grade and recoverability of mineral reserves and resources), changes in development or mining plans due to changes in logistical, technical or other factors, unanticipated operational difficulties (including failure of plant, equipment or processes to operate in accordance with specifications, cost escalation, unavailability of materials, equipment and third party contractors, delays in the receipt of government approvals, industrial disturbances or other job action, and unanticipated events related to health, safety and environmental matters), political risk, social unrest, and changes in general economic conditions or conditions in the financial markets.
 
 
 

Aorere advises partial sale of Mosman holding and 78% increase in NTA

16 September 2015

In recent weeks the value of our holding in Mosman Oil and Gas has increased significantly with a corresponding effect on the net asset backing of your shares. The net tangible asset backing (NTA) per Aorere share has increased 78% (from 0.18 cents per share to 0.32 cents per share) since 1 September.

In view of this substantial Mosman value increase we made the decision to rebalance the portfolio and have reduced our holding in Mosman to just over 5 million shares (3.46% of Mosman’s issued capital). This has released cash and created the ability for Aorere to invest in other projects.

Our Mosman shareholding remains our largest portfolio asset and we look forward with anticipation to participating in the ongoing growth of this dynamically managed company.    

 

Regards,

 

Chris Castle, Managing Director

Aorere Resources Ltd

 

Mosman advises proposed strategic acquisition

26 August 2015

NZX Announcement 

Mosman advises proposed strategic acquisition  

Mosman Oil and Gas made the following announcement in London last night. This appears to be a really significant acquisition and a game changer for Mosman. It’s also good news for AOR as

Mosman represents 38% of our portfolio. 

Aorere Resources Limited holds approximately 5.3% of this AIM listed company, and our shareholding now has a present market value of NZD 578,000, based on the present market price of 3.12 pence.

 

Regards,

 

Chris Castle, Managing Director

Aorere Resources Ltd

 

London - 25 August 2015

Mosman Oil and Gas Limited

(“Mosman” or the “Company”)

Proposed acquisition of NZ producing oil and gas assets from Origin Energy Ltd

Further to recent announcements on a potential acquisition, Mosman Oil and Gas Limited (AIM: MSMN) the New Zealand (“NZ”) and Australia focussed oil exploration and development company, today provides further information on the proposed acquisition being the proposed acquisition of NZ producing oil and gas assets which include the Rimu, Kauri and Manutahi fields from Origin Energy Limited (“Origin”) (the “Project” or the STEP Project”).

It is proposed that the Project will be acquired for a total consideration of NZ$10 million (approximately £4.2 million). Subject to funding Mosman is currently expected to own a 40% interest in the Project. Mosman expects to partner with a privately owned independent oil company, which will acquire the balance of the project interest.

The proposed acquisition remains subject to the Company entering into acquisition documentation and Mosman will provide further updates in due course.

Proposed Acquisition Highlights

Proposed Acquisition of onshore NZ oil and gas assets.

The Project is expected to be operated under a joint operating agreement (“JOA”) and Mosman is expected to be the operator. The assets being acquired include the Rimu Production Station and two petroleum mining permits.

The Project is expected to be renamed the South Taranaki Energy Project (“STEP”).

Total expected consideration of NZ$10 million (approximately £4.2 million) to be paid in two tranches, the first tranche of NZ$7 million is expected to be payable upon completion of the acquisition and the second tranche of

NZ$3 million is expected to be due six months following completion. A 5% deposit will be paid by Mosman upon execution of the relevant SPA. Mosman’s total contribution towards the consideration for its currently expected 40% interest in the acquisition is expected to be NZ$4 million (approximately £1.68 million), the first tranche being NZ$2.8m (approximately £1.2m) and the second tranche being NZ$1.2m (approximately £0.5m). Mosman’s first tranche of consideration will be reduced by the deposit of NZ$0.5M (approximately £0.2m), which is expected to be paid by Mosman.

The Project assets include fully operational and established oil and gas processing facilities, equipment, permits, excellent infrastructure, assignment of key employee contracts and the assignment of relevant commercial contracts including oil and gas sales contracts. The facilities were the subject to a major refurbishment in 2014 and since restart in October 2014 have been producing an average 603 boepd. *

Origin is divesting the assets following a strategic review that the assets will be a better fit with a smaller Operator

STEP currently produces oil, condensate, gas, LPG and electricity, which deliver several revenue streams with payments being received in both US$ and NZ$. The Project also includes:

o 2P reserves of 1.9 Bcf gas and 1.4 MMbbl oil*

o 2C resources of 13.7 Bcf gas and 4.1 MMbbl oil*

o Prospective resources upwards of 179Bcf and 166MMbls*

Historically the Project has produced over 10 Bcf (10.9 PJ) gas and 1.58 MMbbl oil*

Current production of 603 boepd *(average production from October 2014 to July 2015) generates revenue of approximately NZ$8m per annum at current oil price and exchange rates.

Mosman has identified 12 low-cost projects that are expected to initially significantly increase production at an estimated cost of NZ$ 2.6 million.

Mosman intends to finance the proposed acquisition through a combination of existing cash, sale of royalty on future production, and debt. In addition, equity may be raised for the acquisition or for working capital and to accelerate development of the Project.

The proposed acquisition, when agreed is expected to be conditional upon a number of conditions precedent including; Mosman providing reasonable assurance of its financial capability to pay the total consideration due for the Project assets on or before completion and the granting of certain approvals from the NZ Government before settlement.

*Represents numbers supplied by the vendor that have been subject to due diligence by Mosman. Prepared to be consistent with the Society of Petroleum Engineers definitions as set out in Appendix 2

The Board of Mosman is well aware of the current oil price; volatility of oil price; and general equity market conditions. The STEP Project is being pursued for the following reasons.

The oil price has made quality assets available at a good price. This is possibly the best time to acquire reserves and production, both of which are attributes of the proposed acquisition

The proposed acquisition is in NZ$, which has seen an overall fall against the Pound and the US$ recently.

The oil sale price from production from the STEP is linked to Brent oil pricing, whilst the recent reduction in Brent oil prices is large in US$; it is moderated in NZ$ terms by the weaker NZ$.

This project currently produces more gas than oil; and gas is sold in the domestic market priced in NZ$, offsetting NZ$ operating costs.

The proposed acquisition, following execution of the relevant documentation, will not be completed for some months, and should the oil price experience further volatility then the following effects/conditions apply:

if the oil price increases, then revenues will be higher and focus will be on increasing oil production

if the oil price falls below, and remains below, US$40/bbl for a period of 15 consecutive business days at any time between the date of execution of the agreement and the settlement, there is expected to be a requirement for parties to meet and discuss such an event.

In any event, following the initial 12 low cost projects, there is further potential in the short to medium term for production to be increased at low cost from existing wells funded from operational cash flow.

Larger production growth projects in future can be considered and funded from cash flow as/when oil prices increase.

The Chairman of Mosman, John W Barr, said: “The proposed STEP Project is expected to be a transformational deal for Mosman as it is expected, upon agreement of the relevant documentation and completion, to deliver immediate production, reserves, facilities and cash flow. Numerous opportunities to increase production in the short term post completion have been identified and there is also significant upside production growth in the further development of the producing Manutahi oil field that has an identified oil originally in place figure of 30 million bbls.*

“We look forward to providing a further update in the near term when the documentation for the proposed acquisition has been agreed.”

Historical Financial Information

The STEP Project forms part of Origin’s NZ operations which in turn are part of Origin’s overall oil and gas operations. In addition, Origin applies a distribution of overheads to its various operations. Accordingly it has not been possible to isolate the STEP operations as a discrete financial reporting centre independent of the current corporate structure.

Mosman has prepared a ground up cash flow financial model taking into account current production; future production potential; oil and gas prices, exchange rates; fixed and variable costs; and operation development requirements such as the identified 12 low-cost projects that could potentially significantly increase production with an estimated cost of NZ$ 2.6 million following completion of the proposed acquisition.

The Mosman cash flow model is dependent on many variables including the matters referred to above. It will also be influenced by the final finance arrangements which include existing cash, sale of royalty on future production, and debt.

Given the planned reduction in current corporate overheads, and the anticipated operational success of the short term identified 12 low-cost upgrades referred to in this announcement, Mosman expects that the Project will be largely self-funding, apart from the NZ$2.6 million of investment referred to above.

Joint Operating Agreement

Mosman expects to enter into a joint operating agreement with its partner on the STEP Project.

The JOA is expected to provide for the establishment of a joint operating committee (“JOC”), to provide for the overall supervision and direction of joint operations on the Project. Mosman and its partner will each appoint a representative to the JOC. All decisions, approvals and other actions of the JOC will require the representatives of both Mosman and its partner to vote in favour.

Mosman is expected to act as operator of the Project and will do so in accordance with the directions of the JOC.

Management and Operational Continuity Plan in Place

Upon agreement of the proposed acquisition, Mosman is expected to be appointed the operator of the JOA and as part of that process it expects to retain key operational staff.

Mosman’s transition plans for the proposed acquisition provide it and stakeholders with the operational guidelines to manage the transition safely and efficiently and also addresses the following:

         Short term (three months) to full (six months) transition planning;

         Company resources and structure requirements;

         Scheduling and financial estimates;

         NZ regulatory health safety and environmental compliance;

         Plant integrity, PECPR requirements;

         Seamless production and revenue streams;

         Efficient transfer of all information.

Initial Production and Operational Upgrades

Having completed detailed due diligence, Mosman’s technical team has identified areas that would have the potential to significantly increase production levels within a reasonable time period.

As proposed operator, Mosman has prioritised and verified a list of opportunities that are expected to increase production, following completion of the acquisition, quickly and at modest cost, some of which are as simple as changing level sensors to avoid false alarms.

Initial potential production upside projects include:

·       Restoring production to shut-in wells (workovers); 

·       Minor clean-up operations such as coiled tubing;

·       Improving Manutahi D plant uptime by connecting additional (existing) tanks to increase retention time for solids settling, reducing the frequency of production shut down.

·       In the medium term, Mosman, as operator, would Well projects targeting increased production at medium cost such as re-completions, water flood and facility de-bottlenecking.

·       Larger investment projects, such as development drilling campaigns.

increase production via:

Subsequent Production Growth Opportunities

The oil in the Manutahi field is in a good quality reservoir at modest depth of 1,100m. The initial development wells were vertical wells. One of these has been a steady producer for more than ten years. Subsequent wells were completed with gravel packs, which was not successful as they became packed off with fine solids.

In a thermal water flood pilot containing one central oil producer and two water injector wells, Origin has also demonstrated that horizontal wells are effective producers flowing at several hundred of barrels of oil per day. This is a process known as Cold Heavy Oil Production with Sand (“CHOPS”) which allows for the both the viscosity of the 17 degree API oil and brings the fine solids to surface with the produced oil. Origin also demonstrated the benefits of re-injection of the hot produced water, which is expected to increase the recovery factor.

As proposed operator, Mosman’s current plans following agreement and completion of the proposed acquisition are to increase water injection (voidage replacement to maintain reservoir pressure) and to develop the Manutahi oil field with further horizontal wells. Whilst further work is required, initial studies confirm the Origin mapping and target recoverable oil of 4 million barrels (approximately a 10% recovery factor).

Facilities and Production Infrastructure*

The facilities and production infrastructure were the subject of a major health and safety and environmental review in 2014 when operations were closed for more than 6 months.

 Agreement of Proposed Acquisition, Completion and Risk

Once the relevant acquisition documentation has been agreed, completion of the acquisition would be anticipated to occur within a few months but would remain conditional on a number of factors including financing, various NZ Government approvals (and other regulatory approvals that are normal for the transfer of petroleum permits of this kind including the change in operatorship). In addition to the purchase consideration, at completion the proposed acquisition will require initial working and development capital.

The proposed acquisition remains subject to the Company and its partner entering into formal acquisition documentation.

Existing Mosman Portfolio

The proposed acquisition does not alter the previously announced operational plans for Mosman’s extensive portfolio of existing exploration permits.

 

Details of STEP Project Mining Permits

The STEP Project include two petroleum mining permits, further details of which are as follows:

PMP 38151 (Rimu)

Granted: 30 January 2002

Term: 30 years

Expiry: 29 January 2032

Area: 18.42 sq. km

Permit: to explore for, develop and produce Petroleum, including gas, LPG, oil and condensate.

PMP 38155 (Kauri)

Granted: 14 April 2005

Term: 30 years

Expiry: 13 April 2035

Area: 35.24 sq. km

Permit: to explore for, develop and produce Petroleum, including gas, LPG, oil and condensate.

Competent Person's Statement

The information contained in this announcement has been reviewed and approved by Andy Carroll, Technical Director for Mosman, who has over 35 years of relevant experience in the oil industry. Mr Carroll is a member of the Society of Petroleum Engineers.

Enquiries Mosman Oil & Gas Limited

John W Barr, Executive Chairman

Andy Carroll, Technical Director

jwbarr@mosmanoilandgas.com

acarroll@mosmanoilandgas.com

NOMAD and Broker

SP Angel Corporate Finance LLP

Stuart Gledhill / Richard Hail

+44 (0) 20 3470 0470

Gable Communications Limited

John Bick / Justine James

+44 (0) 20 7193 7463

mosman@gablecommunications.com

Antipodes Gold Transaction

21 July 2015

NZX Market Announcement 

Antipodes Gold Transaction

Aorere Resources (AOR) announced to the market on 2 April 2015 a conditional agreement (Agreement) to acquire certain gold joint venture interests from Antipodes Gold Limited (Antipodes).

Included in the Agreement conditions was Antipodes obtaining counterparty consents to the proposed transaction. Critically this included working through a pre-emptive rights process with the joint venture partner – Newmont Mining Corporation (Newmont). Newmont has now advised Antipodes that it intends to exercise its pre-emptive rights and acquire the Antipodes joint venture interests.

Accordingly it is likely this condition in the Agreement will not be satisfied and that the Agreement is now at an end.

A further condition of the Agreement was for Antipodes to make a full takeover offer for Chatham Rock Phosphate Limited (CRP). AOR holds a significant investment in CRP. The purpose of the takeover was for CRP to assume Antipodes’ listings on the Toronto Venture Exchange and the NZX Alternative Market to facilitate its phosphate investment diversification strategy.

Pleasingly the intention to undertake this takeover remains and the CRP and Antipodes Boards are now in discussions directly to progress this transaction further. The AOR board supports such a transaction in principal believing it will give CRP a stronger platform for re-building value.

Dene Biddlecombe

Chairman

Email: deneb@xtra.co.nz

 

Asian Minerals drills 1.79 m of 1.73% Ni at Ban Phuc

Dear Aorere Resources shareholder,

This announcement has just been released by NZX.

Chris Castle

Managing Director

Aorere Resources Limited

chris@widespread.co.nz

Cell: +64 21 558 185

www.aorereresources.co.nz

17 June 2015

Dear Aorere Resources shareholder,

Our oldest investment, Asian Mineral Resources, made the announcement below in Canada last night.

Our shareholding in AMR is presently our third largest holding and represents approximately 20% of our assets. 

Regards, 

Chris Castle

Managing Director

Email: chris@widespread.co.nz

 

Asian Minerals drills 1.79 m of 1.73% Ni at Ban Phuc

2015-06-16 11:34 ET - News Release

Mr. Evan Spencer reports

ASIAN MINERAL RESOURCES IDENTIFIES MULTIPLE NEW HIGH-GRADE NICKEL TARGETS

Asian Mineral Resources Ltd. and its subsidiary, Ban Phuc Nickel Mines LLC, have released the latest results of the exploration program at and around its high-grade nickel mine at Ban Phuc.

Exploration highlights:

  • Confirmed continuation of massive sulphide mineralization downdip at Suoi Phang. Results include 1.79 metres at 1.73 per cent nickel (hole SP14-4);
  • 14 new high-priority targets identified to date, taking the regional inventory for nickel and copper targets to 28;
  • New, high-priority mine extension target at Ban Phuc Deep following detailed structural interpretation and geological history of Ban Phuc. Follow-up drilling at Ban Phuc Deep planned for late June, 2015;
  • New brownfields targeting model developed;
  • Greatly increased understanding of geology and the Ban Phuc feeder structure at depth.

Evan Spencer, president and chief executive officer for Asian Mineral Resources, commented:

"The discovery of new high-grade targets close to our mining and processing facility is extremely encouraging. We are particularly pleased with the confirmation of massive sulphide mineralization at Suoi Phang. As our recent operational announcements confirmed, the last 12 months of production have exceeded expectations, and we now have the cash-generating platform to aggressively pursue the growth potential of our 49.7-square-kilometre exploration area. Vietnam benefits from low exploration costs and very strong community support. With our increasingly detailed understanding of the geology, we are excited about the region's potential to host a world-class magmatic nickel sulphide camp."

Exploration program overview

In July, 2014, Ban Phuc Nickel Mines was awarded the exclusive mineral exploration rights for continuing exploration of nickel-copper mineralization over a 49.7-square-kilometre area surrounding its Ban Phuc nickel mine located in the Ta Khoa region in northern Vietnam. Ban Phuc is within the Song Da rift, a major crustal suture zone, which is part of a broader northwest-trending corridor of deep continental rifting known as the Red River fault zone, which extends from northern Vietnam into China, and hosts a number of nickel, copper, lead, and zinc deposits and occurrences. The area is an excellent geological address in a geo-tectonic and structural zone that has many favourable factors for development of different styles of nickel-copper deposits, including Norilsk, Jinchuan and Voisey Bay styles.

Ban Phuc's massive sulphide nickel-copper deposit (MSV) is hosted by metamorphosed sediments (the Ban Phuc beds) adjacent to an ultramafic intrusion, which also contains disseminated nickel sulphides. Ban Phuc occurs close to the core of the regional-scale Ta Khoa anti-cline, which also hosts a number of other surface nickel and copper, and ultramafic occurrences.

Drilling was undertaken at Ban Phuc and Suoi Phang in August and September, 2014. These results, along with low-cost underground follow-up work to expand structural and geological mapping, and geochemical sampling coverage, have been integrated into a 3-D geological study aimed at understanding ore distribution trends, ore genesis and to feed into the exploration targeting model.

Ban Phuc drilling and mapping

During August, 2014, six diamond drill holes totalling 2,506 metres were drilled below the base of previous drilling at Ban Phuc. Results are provided in the attached table. Holes were drilled as a platform for investigations into potential depth extensions to the Ban Phuc MSV. Interpretation of this drilling has led to a new, high-priority exploration target known as Ban Phuc Deep. Drilling aimed to test this target is scheduled to commence in late June, 2015.

Two holes on the eastern and western extremities intersected thin intervals of deformed MSV, interpreted to be boudin neck sections of MSV, which is a common form of structural segmentation that results from regional extension and is observed elsewhere within the Ban Phuc MSV in underground exposures. While there was a lack of contained nickel, features observed in logging of these holes indicate a geological structure that has offset, rather than terminated, the MSV. Four holes did not intersect MSV nickel mineralization.

Surface mapping and 3-D modelling of the proximal disseminated material that took place during the first half of 2015 have identified a previously unrecognized, late-stage fault network which is projected to intersect the MSV below 1,110 maximum rate limitation (mRL). Kinematic measurements taken at the surface indicate oblique north block down sense of movement. Previous interpretations concluded that Ban Phuc MSV terminated at around 1,110 mRL; however, this recent work suggests that MSV has been offset by a fault.

Ban Phuc geological model

Recent studies have also led to a changed interpretation of the genesis of the Ban Phuc nickel-copper deposit. Ban Phuc has previously been considered to have experienced amphibolite facies metamorphism, under which sulphides were thought to have been remobilized (under pressure) from the ultramafic intrusion and concentrated within the pressure shadow. Recent observations suggest the Ban Phuc strata is of greenshcist facies rather than amphibolite facies, with petrographic work currently being undertaken. If the Ban Phuc strata is in fact greenschist facies, this implies lower temperature and pressure were experienced during deformation. This is highly significant, as it invalidates the previous genetic model, and under the new interpretation, there are significant potential size and geometry implications for the MSV.

A new genetic model is proposed for Ban Phuc:

  • MSV zone represents a conduit that ultramafic melts and fluids feed an intrusive, and may have seen more than one phase of fluid/melt intrusion;
  • Sulphides accumulated in the feeder rather than in the intrusion. This emplacement model has analogies in other known deposits, most notable of which is Voisey Bay.

This genesis model explains the lack of massive sulphides within the Ban Phuc ultramafic, and also the proximal, but not basal, relationship between MSV and the ultramafic.

The key implication of this reinterpretation is that much larger dimensions of a massive sulphide deposit are now considered possible than what was previously assumed for the Ban Phuc MSV.

Having identified a structure that has caused displacement of the geological sequence, the company is focused on locating a potential offset continuation of the MSV. Underground mapping data collected since mining commenced in 2013 display evidence of local offsets and deformation consistent with the new genetic model.

Suoi Phang drilling

During September, 2014, four shallow diamond holes were drilled at the Suoi Phang prospect for a total of 253 metres. Results are provided in the attached table.

The Suoi Phang prospect, located 12 kilometres in a direct line from Ban Phuc, contains a significant outcropping nickel gossan with a mapped strike extent of over four kilometres. Historic trench samples returned encouraging nickel results with grades of over 5 per cent nickel, providing the prospect with the potential for discovery of a new MSV orebody. Drilling in 2014 proved successful in locating the downdip extension of the MSV that presents at surface as gossan, and results included a significant intercept in hole BP14-4 of 1.79 metres of 1.73 per cent nickel.

Additionally, drilling at Suoi Phang also identified a late-stage fault which is interpreted to structurally offset the MSV.

Regional fieldwork and structural review

Following drilling, AMR commissioned a detailed geological review to support its exploration program and continuing regional geological understanding. The geometry and position of the MSV at Ban Phuc within the regional strain field have been applied regionally, and used in conjunction with recent modelling of geophysics and geochemistry to detect and rank potential new exploration targets, and to augment ranking of existing targets.

The geological review was completed by an experienced, Vietnam-based resources manager (Michele Spencer), deputy director/exploration manager, Dinh Huu Minh, and renowned specialists Ben Grguric (nickel mineral systems), Brett Davis (structural geology) and Darryl Mapleson (BM Geological Services).

This work has been highly successful in identifying 14 new high-priority targets within three kilometres of the mine, and almost doubling regional target inventory for further investigation on the company's granted exploration concessions. Targets are currently ranked according to proximity to infrastructure, and favourable geophysical, structural and geochemical features.

Following the success of this work in the near mine area, plans to extend structural targeting regionally are scheduled for later in the year.

Planned future exploration work

AMR has commenced a staged exploration plan aimed to test high-priority targets, further refine near-mine and regional targets, and continue to search for new targets, as well as to continually build the geological understanding of the region.

Highest-priority targets are Ban Phuc Deep, described above, and prospects along the Ban Khoa trend.

The Ban Khoa trend is a grouping of targets which extend for over 2.8 kilometres of strike to the east of Ban Phuc. Occurrences along the Ban Khoa trend bear many similarities to Ban Phuc and are interpreted to be an easterly continuation of the same geology, disrupted by a northwest-trending regional-scale fault that has offset the package to the north. The key geological elements of 1) ultramafic intrusion into Ban Phuc horizon sediments; 2) mapped massive nickel sulphides and/or nickel plus or minus copper anomalism at surface; and 3) geophysical conductors that appear to wrap around intrusives, are all present along the trend.

Work plans have been devised to test and upgrade key targets, focusing on Ban Phuc Deep and regional targets. The exploration work plan has been divided into two stages.

Ban Phuc Deeps:

  • Drilling to commence late June, 2015, initially with three holes including downhole electromagnetic;
  • Subject to results of drilling and downhole geophysics, a further five holes for a total of 1,600 metres are planned.

Regional program -- stage 1:

  • Fieldwork to be conducted by company geologists to expand structural mapping and geochemical soil coverage over regions of high prospectivity;
  • FLTEM survey to test for potential conductive targets in proximity to near-mine intrusions.

Regional program -- stage 2 (subject to results of stage 1 and board approval):

  • Further fieldwork to extend coverage, and scope of surface mapping and geochemistry;
  • Extend coverage and scope of geophysics (may include other methods);
  • Extend detailed geological understanding across broader groundholding in the Ta Khoa region;
  • Drilling of priority 1 targets.

The scientific and technical information in this press release has been compiled and approved by Darryl Mapleson (BSc (honours), FAusIMM), who is a geologist retained by Asian Mineral Resources, and a competent person as defined by JORC (Australasian Joint Ore Reserves Committee) guidelines and a qualified person for National Instrument 43-101. He has been working for Asian Mineral Resources as an independent consultant.

Note: Intercepts are downhole widths; recovery of samples was 100 per cent; samples were analyzed using a mixed-acid digest with an ICP finish at Bureau Veritas Laboratory in Perth, Western Australia. The grid system used is VN 2000 zone 104.5.

       SIGNIFICANT ASSAY RESULTS OF MSV AT SUOI PHANG IN HOLE SP14-04

Hole ID    From (m)    To (m)  Intercept (m) Ore type   Ni (%)   Cu (%)  Co (%)

SP14 01        NSI       NSI            NSI       NSI     NSI      NSI     NSI

SP14 02        NSI       NSI            NSI       NSI     NSI      NSI     NSI

SP14 03        NSI       NSI            NSI       NSI     NSI      NSI     NSI

SP14 04      21.15     22.94           1.79       MSV    1.73      0.3    0.04


Note: Intercepts are downhole widths; recovery of samples was 100 per cent;

samples were analyzed using a mixed-acid digest with an ICP finish at

Bureau Veritas Laboratory in Perth, Western Australia. The grid system used

is VN 2000 zone 104.5.

Brief backgrounds of key people

Ben Grguric -- independent consultant

Mr. Grguric has worked in the mining and exploration industry since 1993 in both operational and exploration roles, and specializes in mineralogy, petrology and the detailed characterization of orebodies. He has also spent several years involved in commodity targeting, grassroots exploration, project evaluation and feasibility studies worldwide. Throughout his career, his role commonly involved boundary-spanning geology and mineral processing, as well as industry and academia liaison, including supervision of research projects and collaborative research programs. Specialty commodities include nickel, gold, platinum group elements, uranium and base metal deposits. Mr. Grguric is a graduate of the University of Adelaide (BSc honours) and the University of Cambridge (PhD). He has held senior technical and managerial roles in WMC Resources, BHP Billiton, Western Metals, Norilsk Nickel Australia and is currently a freelance consultant. He is an adjunct fellow at the UWA-Centre for Exploration Targeting and a research associate of the WA Museum.

Brett K. Davis -- principal structural geologist (Orefind)

Mr. Davis is widely regarded in the exploration and mining industry for his application of applied structural geology to numerous commodity types and mineral deposit styles. The approach Mr. Davis has brought to understanding mineralizing environments globally is a product of the integration of modern structural geology and techniques married with several decades of applied research. Mr. Davis received a BSc (honours Class I) from James Cook University (1986) and has completed a structural geology PhD (1992) at James Cook University, followed by six years of applied structural geological postgraduate research. Mr. Davis has over 20 years of experience in the mining industry, and currently holds an adjunct senior research fellow position at the University of Western Australia.

Darryl Mapleson -- principal geologist (BM Geological Services)

Mr. Mapleson, BSc (honours), has worked in the minerals industry since 1989. He has substantial operational and exploration experience in nickel; working in multiple Kambalda nickel mines and the Perseverance operation in Leinster, Western Australia. Significant achievements include the building of a mineral services group of interrelated companies, which includes a geosciences company, a downhole directional and geophysical surveying company, and a surface diamond drilling company. Mr. Mapleson has more than 25 years of industry experience, and is a fellow of the Australasian Institute of Mining and Metallurgy.

© 2015 Canjex Publishing Ltd. All rights reserved.


Proposal by Aorere Resources to acquire gold joint-venture held by Antipodes Gold Limited.

 2 April 2015

NZX Market Announcement

Proposal by Aorere Resources to acquire gold joint-venture held by Antipodes Gold Limited.

Aorere Resources (AOR) shareholders have previously been advised of the desire of the directors to invest in New Zealand based minerals projects that fit our investment criteria. A number of possible projects have been investigated subsequently with none of these matching up. 

However, more recently two very interesting gold related projects have been identified and subjected to preliminary due diligence. As a result of this a conditional sale and purchase agreement has just been signed with Antipodes Gold (AXG) to acquire the shares of their wholly owned subsidiary, Glass Earth (New Zealand) Limited (GENZL). GENZL holds joint venture interests in two Waihi based gold prospects with Newmont Mining Corporation (Newmont).

Subject to the following conditions it is proposed that AOR acquire GENZL for consideration of $1 million comprised of $800,000 in shares and $200,000 in cash. AXG would subsequently settle any existing liabilities and then intends to distribute the AOR shares to its own shareholders, with the aim of becoming a completely clean dual-listed (NZAX and TSX.V) “shell” company.

The agreement is subject to a number of conditions. These include:

  • obtaining counterparty consents (such as Newmont’s consent and completing a pre-emptive rights process with them);
  • relevant approvals being obtained;
  • the tax implications of the transaction being confirmed;
  • finance for the transactions being arranged (with the present intention of the AOR Board being to realise some of its existing investments);
  • AXG putting in place arrangements to distribute the Aorere shares it receives; and
  • Completing due diligence investigations.  

In addition it is a condition that AXG make a share based takeover offer for Chatham Rock Phosphate (CRP) which will, when completed, result in CRP being owned 100% by AXG. The obligation to make a takeover offer is contingent however on at least 70% of CRP shareholders committing to accept such a takeover offer and the other conditions above being first satisfied.

AOR has facilitated this potential takeover as it considers it will be a positive development for CRP, one of AOR’s most significant investments. Due to the expected relative values of the two companies at the time the takeover will take place, existing CRP shareholders will own approximately 92.5% of the merged entity, which will then change its name to Antipodes Phosphate to reflect its primary focus on the phosphate market.

The outcome of these proposed transactions is considered by each Board of Directors to be in the best interests of the shareholders of all three companies involved. Please note these transactions are at an early stage and, as noted above, subject to a substantial number of conditions. These conditions will now be worked through and it is anticipated that, all going smoothly, the transactions contemplated would be completed in their entirety in August this year.

A copy of the CRP market announcement follows this announcement for shareholder information.

Chris Castle

Managing Director

Email: chris@crpl.co.nz

2 April 2015

NZX Market Announcement

Proposal by Chatham Rock Phosphate to list on Overseas Stock Exchange, acquire other Phosphate assets

Chatham Rock Phosphate shareholders will be aware from recent communications that, since the refusal of the Chatham Rise marine consent application, CRP has been assessing its overall business strategy.

We can now report that a decision has been made for CRP to evolve from its single project focus into a more diversified company, principally involving other phosphate projects, both on and offshore.  Other marine mining opportunities involving other commodities will also be evaluated by our team. 

The main drivers for this evolution in our strategy is not only the desire to reduce investor risk, but also to take advantage of (and therefore retain) the significant institutional knowledge and expertise that exists within our management team and our partner organisations. This knowledge spans marine and environmental science, the development of offshore mining projects, and extensive knowledge of the phosphate market, both locally and internationally. 

We also consider that Chatham’s ability to finance the eventual resubmission of the marine consent application will be enhanced if both existing shareholders and potential new investors don’t face the same binary EPA-decision risk as in the past. 

The acquisition and development of these new projects within Chatham would be significantly easier if CRP was listed on a more recognised and liquid overseas stock exchange. The Toronto stock exchange is the most logical one as it is a leading exchange for mining stocks and also has a major fertilizer component. We have considered various options for the most cost effective way of listing and identified a reverse takeover of a listed stock as most effective.  

Accordingly one of our significant shareholders, Aorere Resources Limited has, with the support of the Chatham Board, signed a sale and purchase agreement with Toronto Venture Stock Exchange (TSX.V) listed Antipodes Gold (AXG) to acquire its core assets. Antipodes Gold is also dual listed on the NZAX. 

Included as a condition in this sale and purchase agreement is that, subject to the fulfilment of a number of prior conditions, AXG make a share based takeover offer for Chatham under the Takeovers Code which will, when completed, result in CRP being owned 100% by AXG. Due to the expected relative values of the two companies at the time the takeover will take place, existing CRP shareholders will own approximately 92.5% of the merged entity.

The requirement to make the takeover offer will only arise however if the other conditions in the agreement (finance, due diligence, taxation confirmations, necessary approvals and consents) are satisfied and at least 70% of Chatham shareholders first commit to accept the takeover offer. The full takeover offer terms are yet to be formed and it is important to note that no takeover notice has been given and no shareholders have, at the present time, given any such commitments.

If the takeover is completed the merged entity will then change its name to Antipodes Phosphate to reflect its primary focus on the phosphate market.

It is then proposed that other projects will be acquired, by issuing equity, by the now dual (TSX.V and NZAX) listed Antipodes Phosphate and the enlarged group would subsequently seek to raise further funds in local and overseas markets. These funds would be utilised to advance the projects held within the group, including the Chatham Rise project, the other five permit applications already filed in Namibia, and the newcomers to the portfolio.   

The outcome of these proposed transactions is considered by each of the respective Boards of Directors to be in the best interests of the shareholders of all three companies involved. Please note these transactions are at an early stage and, as noted above, are subject to a substantial number of conditions. These conditions will now be worked through and it is anticipated that, all going smoothly, the transactions would be completed in August this year.

We welcome shareholder feedback on this proposed transaction. A copy of the Aorere Resources market announcement follows this announcement for shareholder information.

 

Chris Castle

Chief Executive Officer

chris@crpl.co.nz   

NEWS RELEASE 15-3

April 1 2015 

ANTIPODES GOLD ANNOUNCES RESTRUCTURING DEAL

to PURSUE GOLD & PHOSPHATE OPPORTUNITIES

WELLINGTON, New Zealand – Antipodes Gold Limited (TSXV and NZAX: AXG, the “Company”) announced today that that it has signed an agreement to sell its gold exploration interests and undertake a reverse takeover of a listed New Zealand based phosphate development company.  Both these transactions will require shareholder approval.  An Information Circular and requisite supplementary reports will be provided to shareholders prior to the Special General Meeting, expected to be held in June.

The planning of these transactions is at an early stage and subject to a number of conditions, including those set out below.  These conditions are being worked through:

  • Completing due diligence investigations;
  • Confirming the tax implications of the transactions;
  • Obtaining counterparty consents;
  • Obtaining relevant approvals (shareholder and regulatory);
  • Securing interim financing for the transaction costs and G&A expenses;
  • Ensuring a process to distribute shares it receives as part payment: and
  • The requirement to make a takeover offer only arises if the other conditions in the agreement (finance, due diligence, taxation confirmations, necessary approvals and consents) are satisfied and at least 70% of the target company shareholders commit to accept the takeover offer. 

As shareholders are aware, the Company has been seeking equity funding for some time, to advance its gold exploration interests in the Hauraki region in the North Island, New Zealand.  In parallel with this, the Company and Newmont Mining Corporation (“Newmont”) have been rearranging their joint venture management and equity interests in order to facilitate the Company’s ability to raise funds and move forward on exploration.  As equity funding could not be raised, the Company has sought to further restructure its business activities.

Sale of Gold Exploration Interests to Aorere Resources Limited (“AOR”)

The first transaction proposed is with AOR, an investment company listed on the New Zealand Stock Exchange main board (refer below for more information).  In this transaction AOR will acquire the Company’s gold exploration assets by purchasing all the share capital in the Company’s wholly owned New Zealand subsidiary, Glass Earth (New Zealand) Limited (“GENZL”) for NZ$1 million (C$950,000).  Exploration liabilities owed to Newmont will remain in GENZL as will potential royalty obligations relating to the exploration permits.  Other trade liabilities in GENZL are to be settled as part of the sale process. 

Recent encouraging drilling results at the Waihi West permit have been incorporated in the transaction value.  The gold exploration assets are subject to pre-emption rights, exercisable by Newmont. 

Should Newmont not pre-empt, AOR will pay for the GENZL shares by issuing NZ$800,000 in AOR fully paid ordinary shares and NZ$200,000 in cash.  Some of the sale proceeds will be applied to meeting current debts and transaction costs.  It is intended that any surplus AOR stock be distributed to AXG shareholders, subject to any regulatory requirements. 

This should leave AXG as a listed shell company to undertake the second transaction, being a reverse takeover of Chatham Rock Phosphate Limited (“CRP”). 

Reverse Takeover of Chatham Rock Phosphate Limited (“CRP”)

CRP is listed on the New Zealand Stock Exchange Alternative board (refer below for more information).   It holds a mining permit over an area off the coast of New Zealand with significant seabed deposits of rock phosphate and other potentially valuable minerals.

CRP applied for a Marine (environmental) Consent to mine this in July 2014 and was declined in February 2015.  CRP has advised that it is likely to pursue a re-submission of its Marine Consent application and has recently announced that it intends to raise NZ$1.38 million (C$1.3m) by a rights issue to its existing shareholders, in order to advance this project.  CRP applied for five marine phosphate prospecting licences offshore Namibia in mid-2012 and has recently sought to accelerate the licensing process.  

Subject to satisfaction of the various conditions referred to above, AXG may make a takeover offer for all of CRP’s issued shares, by issuing new shares of its own in exchange, such that, on completion it is intended that the Company’s current shareholders will retain 7.5% of the post-transaction Company.  It is likely that Antipodes Gold would then be rebranded as Antipodes Phosphate.

General & Administration Costs and Transaction Costs

The Company’s ongoing minimalist G&A costs and its transaction costs to plan, prepare and carry out these transactions will be funded by AOR and/or parties associated with it.  It is intended that AXG issue fully paid ordinary shares to AOR to discharge the resultant debt.

Antipodes CEO Thomas Rabone commented: “We are pleased to be presenting this deal to our shareholders. Potentially, it allows the company to meet its debts while providing our investors with a new shareholding and a new direction.  As an NZ-listed minerals portfolio company, Aorere will be positioned, as the new holder of our gold projects, to maintain and develop their encouraging potential – and this transfer is designed to provide AOR stock  to our current investors to still participate in that opportunity.

Plus, by undertaking a takeover for Chatham Rock Phosphate, the ongoing holders of AXG stock will gain an additional investment position – in an experienced junior resource company that is evolving to adopt a more diversified strategy.

This proposed transaction allows for the better realization of value from the Company. We consider it to be in the best interests of the shareholders of all three companies, and will be welcoming our own shareholders’ feedback.” 

Disclosures

  • Aorere and CRP are arm’s length parties.  Mr Henderson, a director of the Company joined the AOR board of directors in 2014. 
  • There is no formal letter or agreement with CRP in respect of the proposed takeover offer. The takeover offer will be made under the New Zealand Takeover Code by the Company directly to the 800+ shareholders of CRP.  CRP is in favour of the takeover.
  • An exemption or waiver to the requirement for a Sponsor will be sought from the TSX.
  • Completion of the transaction is subject to a number of conditions, including Exchange acceptance and disinterested Shareholder approval.  The transaction cannot close until the required Shareholder approval is obtained.  There can be no assurance that the transactions will be completed as proposed or at all.
  • Investors are cautioned that, except as disclosed in the Management Information Circular or Filing Statement, to be prepared in connection with the transaction, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon.
  • Trading in the securities of Antipodes Gold Limited should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

About CRP

Chatham Rock Phosphate is an NZ-listed mineral exploration company, focused on the development and exploration of a marine phosphorite deposit offshore New Zealand.  CRP holds a Mining Permit of approximately 820km2 in respect of the Chatham Rise Phosphorite Deposit located in the offshore Exclusive Economic Zone of New Zealand.  CRP has announced a decision to evolve from its single project focus into a more diversified company, focusing on both on- and offshore phosphate projects. For more information, visit www.rockphosphate.co.nz

About AOR

Aorere Resources, which holds approximately 8% of CRP, is an NZ-listed portfolio investment company, focused on selected New Zealand early stage oil, gas and minerals projects.

Aorere is capitalising on the networks developed and experience gained from establishing and managing Chatham Rock Phosphate, to develop a revised investment portfolio that is proposed to now include AXG’s gold permit interests.  For more information, visit aorereresources.co.nz

About AXG

Antipodes Gold has been focused on establishing gold resources in New Zealand’s Hauraki region – host to low-sulphidation epithermal gold-silver deposits including the Newmont-owned Martha gold mine. For more information on the Company’s properties, and to subscribe to further news updates, please visit antipodesgold.co.nz.

Thomas Rabone

President and Chief Executive Officer

+64 22 649 9690

thomas.rabone@antipodesgold.co.nz

 

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) nor New Zealand Exchange Limited has reviewed this release and neither accepts responsibility for the adequacy or accuracy of this release.

Aorere Resources Limited Allotment of Shares

Aorere Resources Limited (NZX: AOR) advises that it has today allotted a total of 5,949,001 ordinary shares.

2,544,529 of the shares have been issued to Chris Castle, Aorere’s Managing Director. These Shares are issued as consideration for services provided by Chris in accordance with his contract for services with Aorere. The shares were issued at the issue price of $0.00786 per share, reflecting the 20 day volume weighted average price of a share on the NZX Main Board to 31 December 2014.

 Additionally, 3,404,472 shares in aggregate have been issued to Linda Sanders and Jill Hatchwell, respectively, as consideration for services rendered to Aorere, as Directors (in accordance with the relevant contracts for services with Aorere). The shares were issued at the issue price of $0.00738 per share, reflecting the 20 day volume weighted average price of a share on the NZX Main Board to 10 December 2014.

Full details of the allotments are set out below.

 For and on behalf of the Board,

Chris Castle

Managing Director