("Noventa" or the "Company") (AIM: NVTA; PLUS: NV)
Update on commissioning of the new plant, operations at Marropino
Proposed Raising of New Capital
Change of Nominated Adviser and Broker & Other Matters
11 May 2012
The Board today provides a further update (following the announcement of 21 March 2012) on the operations and progress at the Company's Marropino Mine, together with an update on its financial position.
Commissioning of the new process plant at Marropino
Noventa is pleased to announce that it started processing ore through its new processing plant at Marropino on 4 May 2012. This follows a period of running all components of the crushing and wet processing circuits on water, to balance and check that all processes operate together correctly. All equipment and control systems in the new processing plant have been checked for integrity before and after powering up and are running well. This is a significant milestone for the Company.
Ore is being introduced into the plant initially at circa 100 tons per hour to enable the final balancing of circuits to take place before gradually building up the throughput of the new plant to its full capacity of 315 tons per hour within the next six months. The new plant has a planned production capability of 50,000 lbs of contained Ta2O5 (tantalum pentoxide) per month (equivalent to 600,000 lbs of contained Ta2O5 per annum).
The old plant will continue normal production until the new plant is stabilised. At that point the old plant will be switched off and some refurbishment will be carried out. The old plant will be incorporated into the new plant as a regrind circuit to further improve production and recovery.
As planned, the existing vertical shaft impactor crusher (a component of the Interim Comminution Circuit, as described in the announcement of 18 February 2011) will also be moved into the new plant and installed in the secondary crushing circuit. This is expected to be completed by the end of the month.
As announced on 21 march 2012, the Board believes that the increase of production to optimum capacity is now expected to be achieved in early Quarter 4-2012.
Production and sales
As announced 21 March 2012, production of Ta2O5 during January and February 2012 was 3,675 lbs and 3,600 lbs respectively of contained Ta2O5 from the Company's old plant (as distinct from the new plant at Marropino). Production of Ta2O5 from the old plant during March and April was 3,296 lbs and 5,924 lbs respectively of contained Ta2O5. The production increase in April mainly reflects improved availability of the old plant due to fewer power interruptions. These volumes remain significantly below the Company's expectation of future volumes to be obtained from the new process plant.
Sales of contained Ta2O5 during March and April 2012 were 8,375 lbs and 4,786 lbs respectively. Total sales of contained Ta2O5 during 2012 to date were 21,316 lbs realising revenue of approximately $1.6m.
Ta2O5 supply contract
As announced on 21 March 2012, the Company is negotiating the terms of an amended supply agreement governing Noventa's sale of tantalum contained concentrate to a US subsidiary of Global Advanced Metals pty ("GAM").
A technical team from both companies has finalised the economic assessment of the available logistics routes and products. An in principle agreement has been drafted on the basis of this work, which further reflects agreement on all material commercial terms.
Noventa and GAM are proceeding to complete the final drafting of the definitive agreement and a further announcement will be made at an appropriate time. Upon reaching definitive agreement with GAM, which is subject to the agreement of the parties and the approval of the Noventa Board, Noventa will continue to supply the Boyertown, USA plant from the Marropino mine under what the Company believes will be a mutually beneficial arrangement for both parties.
Appointment of New Advisers
Allenby Capital Limited has today been appointed as the Company's Nominated Adviser and Broker on AIM and Corporate Adviser and Broker on PLUS. The Board of Noventa would like to express its thanks to Religare Capital Markets for all their past assistance.
As announced on 21 March 2012, the Board has identified a current funding requirement for the Company and now confirms its estimate to be US$13.0 million including cash for contingencies of US$2.0m. The Company may be able to recover certain monies under its insurance policies relating to the difficulties at its Marropino site announced on 2 February and 21 March 2012, but the timing of receipt and the quantum of monies involved remains uncertain.
Richmond Capital LLP ("Richmond"), the Company's largest shareholder, is willing to provide both immediate short term financing and underwrite an offering of new equity. Following the announcement of 21 March 2012 where the additional funding requirement was first identified, and Richmond had first indicated its potential willingness to assist with this matter, the Company has investigated a number of other potential sources of financing, but the proposal from Richmond is the only one that in the Board's opinion can realistically be completed in the timescale necessary for the Company's cashflow requirements and with the assurance of raising all the funds that the Company needs for the period prior to when the Company expects to become cashflow positive.
Whilst good progress has been made at the Company's Marropino mine site, as set out above, the Board has concluded that further progress should be made before undertaking an equity fundraising. That will enable the Company to commence the increase of production utilising the new plant and give greater certainty to shareholders of the Company's future performance at Marropino.
As a consequence, the Company has today entered into a US$10.00 million bridging loan agreement with Richmond (the "Facility"). The key terms of the Facility are as follows:
· It is unsecured;
· It carries an annual interest rate of 24.0%, calculated on a daily on a Actual/360 basis (the "Interest");
· It carries an arrangement fee of 7.0% of the full amount of the Facility (the "Fee");
· It may be drawn in instalments, with the minimum value of each instalment being US$1.0m; and
· It matures on 31 July 2012.
The Facility provides the Company with immediate access to funding in order to meet its commitments regarding the completion of the construction of the new process plant at Marropino and commence the production increase, including the associated working capital requirements, matters that require the executive management team's full focus at this time. The Board is of the opinion that completion of the new process plant at Marropino will provide comfort to shareholders of the future potential of the Company.
In order to repay the Facility and to provide additional working capital, the Company proposes a placing of 134,000,000 new ordinary 0.8p shares ("Shares") in the Company at 6p per share (the "Placing Price") to raise £8,040,000 (approximately US$13.0m) (the "Placing"). Richmond will subscribe for 15,760,000 Shares under the Placing in order to maintain its shareholding in the Company at 11.76% and has the right to match the investment of any other single investor in the Placing. Richmond has also agreed to fully underwrite the Placing. The Placing Price is a 4.3% premium to the closing mid-market price of 5.75p on 10 May 2012.
In return for underwriting the Placing, the Company has agreed to grant Richmond up to a maximum of 118,240,000 warrants to subscribe for new Shares (the "Warrants"). The Warrants will have a 3 year term and an exercise price per share of 6p in year 1, 7p in year 2 and 8p in year 3. The number of Warrants issued is equivalent to the total number of shares to be issued under the Placing, less Richmond's firm commitment under the Placing. All Richmond's existing 19,340,907 warrants to subscribe for new Shares in the Company will be cancelled under these arrangements.
The proceeds of the Placing will be used to repay the Facility and to provide additional working capital, which the Board believes should be sufficient to take the Company through of the increase to full production at Marropino, expected by early Quarter 4-2012.
The Company has insufficient authorities from its shareholders to issue the number of Shares to be issued under the Placing and on the exercise of the Warrants. The Company will therefore call an Extraordinary General Meeting to approve appropriate resolutions (the "EGM"). The EGM is expected to be held on during the first half of June 2012 and the notice of EGM will be sent to shareholders shortly. The Placing is expected to be completed on within 3 working days of the EGM, subject to the passing of the EGM Resolutions. In the event that the EGM resolutions are passed, it is possible that following the completion of the Placing that Richmond may hold a majority of the ordinary share capital of the Company. The issue of the new Shares under the Placing and the Warrants will both be dependent on the passing of the EGM resolutions.
In the event that the EGM does not approve the new share issuance authorities, Richmond has agreed to provide a loan of US$13.0m to both replace the Facility and provide the additional working capital required (the "New Loan"). The key terms of the New Loan are as follows:
· It is unsecured;
· It carries an annual interest rate of 25.0%, calculated on an Actual/ 360 basis;
· It carries no further arrangement fee;
· It can be drawn in instalments, with the minimum value of each instalment being US$1.0m;
· It matures on 30 June 2013; and
· It will include the following covenants:
o No disposal or acquisition of assets with a value of >US$500,000 without Richmond's agreement;
o No ordinary share dividends to be paid without Richmond's approval; and
o Any new loans taken out by the Company to be subordinate to the New Loan, unless agreed by Richmond.
Providing the EGM resolutions are approved, the Company will make an open offer to all shareholders at 6p, the equivalent of the Placing Price (the "Open Offer Price") to raise approximately $6.6m (the "Open Offer"). The exact number of the Shares to be issued under the Open Offer will be calculated closer to the date of issue of the Open Offer document to ensure the Open Offer document is exempt under the Prospectus Rules. The Open Offer document is intended to be issued within one week of the EGM. This Open Offer replaces the open offer previously announced on 19 August 2011. The Open Offer will include a facility for shareholders in the Company to apply for either a greater or smaller number of Shares than their pro-rata entitlement. Any Shares not taken up under the Open Offer will be made available under an additional placing at the Open Offer Price and the Company will have the option of placing up to an additional 10.0% of the number of Shares available under the Open Offer to meet investor demand (the "Additional Placing").
The proceeds of the Open Offer will be used to repay the previous loan of $6.8m advanced by Richmond, as announced on 10 January 2012. If the number of shares made available under the Open Offer are taken up in full, the Subscription with Clawback Agreement between the Company and Richmond announced on 19 August 2011 will be cancelled.
The terms of the Placing, the Open Offer and the New Loan remain subject to contract.
The Fee, the Interest and Richmond's reasonable (as agreed by both the Company and Richmond) legal expenses in relation to the Facility, the Placing, the Open Offer and the New Loan (collectively, the "Expenses") will all be settled by way of the issue of new Shares at the Placing Price, providing the EGM resolutions are passed. If the EGM resolutions are not passed, the Fee, Interest and Expenses will be added to the principal amount of the New Loan.
Richmond currently holds 14,072,724 Ordinary Shares, being 11.76% of the current issued share capital of the Company, and Luca Bechis is Non-Executive Chairman of Noventa. As such, Richmond is deemed to be a Related Party of the Company for the purposes of the AIM Rules for Companies.
The Directors (other than Luca Bechis, who for these purposes is not independent), having consulted with Allenby Capital Limited, the Company's nominated adviser, believe the terms of these arrangements with Richmond to be fair and reasonable insofar as Shareholders are concerned.
The Company will update shareholders on the funding proposals as and when additional information is available.
In accordance with the Company's plan outlined in the announcement of 3 October 2011, the Company commenced limited activities at the Morrua mining concession during April 2012. Subject to the completion of a bankable pre-feasibility study, the Company intends to commence the construction and development of the processing and mining operations at Morrua during 2013. The Company's most recent technical report (as announced on 19 October 2010) shows the Morrua concession as comprising an indicated and inferred resource of 6,770,000 metric tonnes of ore grading on average 463 ppm contained Ta2O5, approximately twice the grade contained at Marropino.
The Group continues to explore available financing options for Morrua. A number of companies have approached the Board regarding the possibility of financing the development of the Morrua concession through offtake agreements. The Board anticipates that a bidding process between selected companies will be initiated in June 2012 which will provide the initial funding for the completion of the bankable pre-feasibility study.
In addition the Board has received initial interest from financial institutions to finance the development of Morrua via secured loans.
Board of Directors
The Company is planning to strengthen its board of directors during Half 1-2012 with new directors whose expertise and experience reflect the Company's transition to larger scale production. The appointments will include a new Non-Executive Chairman to replace Mr Luca Bechis who was appointed as the Interim Non-Executive Chairman on 1 October 2012.
Management Incentive Programme
Richmond has indicated that they will make available a number of the Warrants that they will hold subsequent to the completion of the funding proposals mentioned above (contingent on the approval of the EGM resolutions) to the current and future management team. The Company will update shareholders once details regarding the structure of the management incentive programme, the milestones to be achieved and the quantum of Warrants being made available have been finalised.
Following the Company's delisting from the TSX, it will in future report its financial results bi-annually in line with the requirements of the AIM Market. The Company expects to release its financial results for the year to 31 December 2011 are expected to be announced in mid-June 2012.
For further information please contact:
(Chief Executive Officer)
+258 21 485340
+258 84 3456340
Allenby Capital Limited
(Nominated Adviser and Broker)
Nick Harriss/Jeremy Porter/James Reeve
+44 20 3328 5656
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain information contained or incorporated by reference in this release, including any information as to the Noventa's strategy, projects, plans, prospects, future outlook, anticipated events or results or future financial or operating performance, constitutes "forward-looking statements" within the meaning of Canadian securities laws. All statements, other than statements of historical fact, are forward-looking statements. Forward-looking statements can often, but not always, be identified by the use of words such as "plans", "expects", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "predicts", "potential", "continue" or "believes", or variations (including negative variations) of such words; or statements that certain actions, events or results "may", "could", "would", "should", "might", "potential to", or "will" be taken, occur or be achieved or other similar expressions concerning matters that are not historical facts. Readers are cautioned that forward-looking statements are not guarantees of future performance. All of the forward-looking statements made or incorporated in this press release are qualified by these cautionary statements.
Forward-looking statements are necessarily based on a number of factors, estimates and assumptions that, while considered reasonable by Noventa as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Readers are also cautioned that forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Noventa to differ materially from those expressed or implied in the forward-looking statements. Certain of these risks and uncertainties are described in more detail in Noventa's Annual Information Form dated 19 July 2011, which is available on SEDAR at www.sedar.com.
Although Noventa has attempted to identify statements containing important factors that could cause actual actions, event or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking information contained herein are made as of the date of this document based on the opinions and estimates of management on the date statements containing such forward looking information are made, and Noventa disclaims any obligation to update any forward-looking information, whether as a result of new information, estimates or opinions, future events or results or otherwise. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward looking information.