Wolf Minerals Ltd

GBP99.2m Fundraise for Tungsten-Tin Project

RNS Number : 5793C
Wolf Minerals Limited
18 March 2014
 



18 March 2014

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

 

This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe or acquire any new Ordinary Shares in any jurisdiction in which any such offer or solicitation would be unlawful and the information contained herein is not for publication or distribution, directly or indirectly, in or into Canada, Japan or any jurisdiction in which such publication or distribution would be unlawful.

 

 

Successful £99.2 million fundraise to complete funding requirements for Hemerdon Tungsten-Tin Project

 

 

Wolf Minerals Limited (ASX: WLF, AIM: WLFE) ("Wolf", the "Company") is pleased to announce the successful completion of a conditional Fundraise to raise gross proceeds of approximately A$182.7 million (£99.2 million) at a price of A$0.30 (16.3p) per share (the "Issue Price"). Wolf will also be undertaking a share purchase plan ("SPP") to raise up to A$2.0 million at the Issue Price and any sums raised in the SPP will reduce certain commitments under the remainder of the Fundraise.

The proceeds of the Fundraise and SPP will be used to complete construction of the Hemerdon Tungsten and Tin Project ("Hemerdon" or the "Project") and support the Project through to positive cashflows.

The Issue Price represents a 33% discount to the volume weighted average price for the 20 day period up to and including 11 March 2014, being the day immediately prior to the Company's trading halt on the ASX.

Completion of the Fundraise is conditional among other things upon shareholder approval at an Extraordinary General Meeting ("EGM"), for which the relevant documentation and meeting information will be circulated as soon as practicable.

Use of Funds

The Fundraise and SPP will be used by the Company to;

·      Repay the existing US$75 million Bridge Finance Facility provided by Resource Capital Fund V L.P. ("RCF");

·      Complete the capital expenditure on the Project required to complete construction and make the project production-ready;

·      Provide funds to service bonding obligations, over-run facilities, debt service reserve account and producer shortfall guarantees; and

·      Provide ongoing working capital. 

Wolf's major shareholders, RCF and TTI (NZ) Limited ("TTI"), a wholly owned subsidiary of Todd Corporation Limited ("Todd"), are participating in the Fundraise.

 

Indicative Timetable

Announcement of Fundraise and voluntary suspension lifted

Tuesday, 18 March

Target Date of WLF's EGM to approve Fundraise and SPP

Monday, 5 May

Settlement of Fundraise and SPP

Monday, 12 May

 

This timetable is subject to change, any amendments will be announced to shareholders. The commencement of trading of new shares is subject to confirmation from the ASX.

 

Wolf managing director Russell Clark said:

"We are delighted with the success of the Fundraise and thank all participants for their support. The funds raised will be primarily utilised to complete construction of our world class Hemerdon Tungsten-Tin Project which, on completion, will be the first new metal mine in the UK in 45 years, and will provide approximately 200 direct new jobs and establish a new industry in the southwest of the UK."

Numis Securities Limited, Patersons Securities Limited, Investec Bank plc and Petra Capital acted as joint Lead Managers to the Placement (together, the "Managers"). Azure Capital is Corporate Advisor to Wolf.

A copy of the marketing presentation will be available shortly from the Company's website: www.wolfminerals.com.au

Project Funding

 

The following table outlines the sources and uses of funds for Wolf through to the positive cashflows at Hemerdon.

 

SOURCES OF CAPITAL

£ million

A$ million1

Current net working capital (as at 28 Feb 2014)2

0.3

0.6

Senior debt facility

70.0

128.9

Senior debt bond facility

5.0

9.2

Equity Raising (excluding SPP)

99.2

182.7

Total

174.5

321.4

 

USES OF CAPITAL

£ million

A$ million

Repay existing bridge finance facility with RCF3

31.3

57.6

Hemerdon construction capex remaining (excl. contingency)

86.0

158.4

Contingency

6.6

12.2

Other pre-production expenditure

6.8

12.5

Working capital

3.6

6.6

Debt overrun, reserve allocation, bonding and fees

36.4

67.0

Equity raise costs

1.2

2.2

Corporate cash reserves

2.6

4.8

Total

174.5

321.4

1 Assumes exchange rate of AUD/GBP 0.543.
2 Net working capital includes current cash at bank of £5.0m plus debtors of £1.8m less creditors of £6.5m.
3 Further drawdowns of the RCF equity bridge facility are likely to occur prior to Completion of the Fundraise, up to a maximum of an additional US$25 million. If drawn, the additional funds will be utilised to meet Project and finance costs and working capital requirements identified in the Uses of Capital above.

The Fundraise

The Fundraise comprises the Placing and the Subscriptions (the "Placement") and the RCF and Todd Subscriptions.

The Placement

Numis Securities Limited, Patersons Securities Limited and Investec Bank plc have entered into a placing agreement with the Company (the "Placing Agreement") pursuant to which they agreed, as agents for the Company, to use their respective reasonable endeavours to procure subscribers at the Issue Price for the new Ordinary Shares (the "Placing"). Certain existing shareholders, directors and management will also subscribe for new Ordinary Shares at the Issue Price ("Subscriptions"). A total of 120,344,453 new ordinary shares are being issued pursuant to the Placement.

The subscriptions by directors and persons discharging managerial responsibilities ("PDMRs") are set out below:

Director/PDMR

Current Shareholding

Shares subscribed for under the Subscription Agreement

Resultant Shareholding

John Hopkins

204,000

130,000

334,000

Russell Clark

-

83,333

83,333

Ronnie Beevor

100,000

250,000

350,000

Richard Lucas

-

16,667*

16,667*

*Includes 16,667 new Ordinary Shares subscribed for by Mr Lucas' wife.

The Placing is conditional, inter alia, on shareholder approval, the Subscriptions and the RCF Subscription and the Todd Subscription (defined below) and admission of the new Ordinary Shares to trading on the ASX ("ASX Admission"). Admission of the new Ordinary Shares to trading on AIM is expected to occur at 8am (BST) on the date of ASX Admission.  The Subscriptions are conditional upon, inter alia, the Placing, the RCF Subscription and the Todd Subscription and the subscription by Traxys Projects L.P. is also conditional upon there having been no material adverse change. Subject to satisfaction of the conditions, the shares issued under the Placement will be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares.

The RCF and Todd Subscriptions

Each of RCF and Todd have entered into conditional agreements with the Company (the "RCF Subscription Agreement" and the "Todd Subscription Agreement") to subscribe for a maximum of 488,244,504 new Ordinary Shares at the Issue Price. The subscriptions by RCF and Todd will be reduced on a pro-rata basis by the amount raised under the SPP.

Pursuant to the RCF Subscription Agreement, RCF will conditionally subscribe for a maximum of 265,156,785 new Ordinary Shares at the Issue Price ("RCF Subscription"). Subject to satisfaction of the conditions, the shares issued under the RCF Subscription will be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares. Following the Placement and the Todd Subscription, on ASX Admission RCF will be interested in a maximum of 337,212,839ordinary shares, representing a maximum of 41.8% of the issued share capital of the Company on ASX Admission, depending on the take up under the SPP.

Pursuant to the Todd Subscription Agreement, Todd will conditionally subscribe for a maximum of 223,087,719 new Ordinary Shares at the Issue Price ("Todd Subscription"). Subject to satisfaction of the conditions, the shares issued under the Todd Subscription will be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares. Following the Placement and the RCF Subscription on ASX Admission Todd will be interested in a maximum of 262,497,719 ordinary shares, representing a maximum of 32.5% of the issued share capital of the Company on ASX Admission, depending on the take up under the SPP.

The RCF Subscription and the Todd Subscription are conditional, inter alia, upon the Company's shareholders approving the issue of new Ordinary Shares and the RCF Subscription Agreement, the Todd Subscription Agreement, the Subscriptions and the Placing Agreement remaining in full force and effect on the date of issue of the new Ordinary Shares. The Placing, the RCF Subscription, the Todd Subscription and the Subscriptions are inter-conditional. The Company has existing debt finance in place with RCF and the Company has agreed that, subject to shareholder approval, any amounts outstanding under that facility will be repaid by the issue of new Ordinary Shares under the subscription in lieu of a cash payment.

RCF and Todd have certain limited rights of termination under their Subscription Agreements and the Company has also given RCF and Todd certain warranties and indemnities.  RCF and Todd also have a right to participate in any issue of shares, options or other equity securities, other than in respect of a rights issue and options and performance rights granted prior to December 2012.

Each of RCF and Todd are considered to be Related Parties of the Company as defined in the AIM Rules due to the current level of their shareholdings in the Company of approximately 36.4% and 19.9% respectively. As a result, the Subscriptions are deemed to be Related Party Transactions under the AIM Rules (the "Related Party Transactions").

The Company's board of directors (excluding Chris Corbett, who is a representative of RCF and Michael Wolley, who is a representative of Todd) (the "Independent Directors") considers, having consulted with the Company's Nominated Adviser, that the terms of the Related Party Transactions are fair and reasonable insofar as shareholders are concerned.

The Share Purchase Plan

Following the announcement of the Fundraising, the Company intends to conduct a shareholder purchase plan in Australia and New Zealand to eligible shareholders which will enable them to subscribe, at the Issue Price, for up to A$15,000 worth of new Ordinary Shares per subscriber subject to an overall amount of approximately A$2,000,000, before expenses. 

The new Ordinary Shares to be issued under the SPP will be issued at the same time as the new Ordinary Shares under the Placing, the Subscription Agreements the Todd Subscription Agreement and the RCF Subscription Agreement.  Each of the RCF Subscription and Todd Subscription will be reduced on a pro-rata basis by the amount raised under the SPP.

The issue of new Ordinary Shares under the SPP is subject to shareholder approval being obtained at the EGM.  The precise number of new Ordinary Shares issuable under the SPP will be announced in due course but will not exceed 6,666,666 new Ordinary Shares.  The record date for the SPP is 17 March 2014.  Further details in respect of the SPP will be set out in an offer document to be sent to eligible shareholders.

 

ENDS

 

For further details, please contact:

Wolf Minerals Limited

Russell Clark

+61 8 6364 3776

Investec

Chris Sim/Jeremy Wrathall/David Anderson

+44 (0) 20 7597 4000

 

Numis

John Prior/James Black

+44 (0)20 7260 1000

Patersons Securities

Aaron Constantine

+61 8 9263 1267

Petra Capital

George Marias

+61 2 9239 9601

Newgate Threadneedle

Graham Herring

+44 (0) 20 7653 9850

 

 

About Wolf Minerals

 

Wolf Minerals is a dual listed (ASX: WLF, AIM: WLFE) specialty metals company. With global demand for tungsten rising and future global production expected to be constrained, Wolf Minerals is developing the third largest global tungsten resource at its Hemerdon project, located in the South West of England (see Project location map). The Company has strong cornerstone investors and project finance and environmental permitting in place. Wolf has also secured all major contracts for the project, with GR Engineering appointed the EPC contractor and CA Blackwell being awarded the Mining contract. Construction of the project has commenced and offtake contracts are also in place.

 



 

APPENDIX

 

DISCLAIMER

 

This announcement is not an offer of securities for sale or the solicitation of an offer to buy the securities discussed herein in the United States, Canada, Japan or in any jurisdiction in which such offer or solicitation is unlawful.  No securities may be offered or sold in the United States unless the securities are registered under the Securities Act of 1933 or an exemption from registration requirements is available. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Canada or Japan. Wolf Minerals Limited has not and does not intend to register any securities in the United States, Canada or Japan.  There will be no public offer of the securities in the United States or elsewhere. Copies of this document are not being, and should not be, distributed, published or transmitted into the United States.  None of the information contained herein has been filed or will be filed with the US Securities and Exchange Commission, any regulator under any state securities laws or any other governmental or self-regulatory authority. No governmental authority has passed or will pass on the merits of this offering or the adequacy of this document. Any representation to the contrary is unlawful.

 

This communication does not constitute an offer of securities to the public in the United Kingdom.  This communication is being distributed only to and directed only at (i) persons outside the United Kingdom and (ii) Qualified Investors who are persons falling within Article 19(5) ("investment professionals") of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") who have professional experience in matters relating to investments, and/or (iii) Qualified Investors who are high net worth companies, unincorporated associations and other bodies and persons to whom it may otherwise lawfully be communicated in accordance with Article 49(2) of the Order (all such persons together being referred to as "relevant persons").  This communication must not be acted on or relied on by any person who is not a relevant person.  Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons.

 

It is not intended as an offer, invitation, solicitation or recommendation with respect to the purchase or sale of any securities.

 

This announcement should not be relied upon as a representation of any matter that a potential investor should consider in evaluating the Wolf Minerals Limited.  Wolf Minerals Limited and its affiliates or any of its directors, agents, officers or employees do not make any representation or warranty, express or implied, as to or endorsement of, the accuracy or completeness of any information, statements, representations or forecasts contained in this announcement, and they do not accept any liability for any statement made in, or omitted from, this announcement.

Prospective investors should make their own independent evaluation of an investment in Wolf Minerals Limited.

Nothing in this announcement should be construed as a financial product advice, whether personal or general, for the purposes of Section 766B of the Corporations Act.  This announcement consists purely of factual information and does not involve or imply a recommendation or a statement of opinion in respect of whether to buy, sell or hold a financial product.  Wolf Minerals Limited has not considered any of your objectives, financial situation or needs. 

This announcement not been, and will not be, registered as a prospectus under the Companies Ordinance (Cap. 32) of Hong Kong (the "Companies Ordinance"), nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). The Company's securities have not been and will not be offered or sold in Hong Kong other than to "professional investors" (as defined in the SFO).

 

Investec Bank plc ("Investec") is acting for the Company and no-one else in connection with the proposals contained in this announcement. Accordingly, recipients should note that Investec is neither advising nor treating as a client any other person and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Investec nor for providing advice in relation to the proposals contained in this announcement. Nothing in this paragraph shall serve to exclude or limit any responsibilities or liabilities, if any, which Investec may have under FSMA or the regulatory regime established thereunder. Investec is not making any representation or warranty, express or implied, as to the contents of this announcement.

 

Numis Securities Limited ("Numis") is acting for the Company and no-one else in connection with the proposals contained in this announcement. Accordingly, recipients should note that Numis is neither advising nor treating as a client any other person and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Numis nor for providing advice in relation to the proposals contained in this announcement. Nothing in this paragraph shall serve to exclude or limit any responsibilities or liabilities, if any, which Numis may have under FSMA or the regulatory regime established thereunder. Numis is not making any representation or warranty, express or implied, as to the contents of this announcement.

Forward looking statements

 

This announcement may include certain statements that may be deemed forward-looking statements. All statements herein, other than statements of historical facts, that address future activities and events or developments that the Company expects, are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. The Company, its shareholders, directors, officers, agents, employees or advisers, do not represent, warrant or guarantee, expressly or impliedly, that the information in this document is complete or accurate. To the maximum extent permitted by law, the Company disclaims any responsibility to inform any recipient of this document of any matter that subsequently comes to its notice which may affect any of the information contained in this document. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any forward-looking statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in forward-looking statements.

 

RISK FACTORS

 

An investment in the Company's ordinary shares (the "Ordinary Shares") involves a high degree of risk. Accordingly, prospective investors should carefully consider the specific risk factors set out below in addition to all other information published by the Company before investing in Ordinary Shares. The Company's Board of Directors (the "Board" or the "Directors") considers the following risks and other factors to be the most significant for potential investors in the Company, but the risks listed do not necessarily comprise all those associated with an investment in the Company and are not set out in any particular order of priority. If any of the following risks actually occur, the Company and its subsidiary undertakings' (together the "Group") business, financial condition, capital resources, results or future operations could be materially adversely affected. In such a case, the market price of the Ordinary Shares could decline and investors may lose all or part of their investment. Additional risks and uncertainties not currently known to the Board or which the Board currently deem immaterial may also have an adverse effect on the Group's business and the information set out below does not purport to be an exhaustive summary of the risks affecting the Group. In particular, the Group's performance may be affected by changes in the market and/or economic conditions and in legal, regulatory and tax requirements. A prospective investor should consider carefully, after taking independent advice, whether an investment in the Company is suitable in the light of his, her or its personal circumstances and the financial resources available to him, her or it.

 

No profit to date

 

In common with other mining companies conducting exploration and development activities prior to the commencement of production, the Group has accumulated losses since its inception.  It is therefore not possible to evaluate the Group's prospects based on past performance. Since the Company intends to continue the development of the Company's core project of developing and commissioning the tin and tungsten mine in Hemerdon, Devon (England) (the "Hemerdon Project" or the "Project"), the Directors anticipate that the Group will make further losses prior to the expected commencement of production in 2015. Although the Company is confident that the Project will be profitable for the Group following commencement of production, there can be no certainty that the Group will achieve or sustain profitability or achieve or sustain positive cash flow from the Project and its other activities.

 

Financing

 

The ability of the Company to commence construction and develop the Project is dependent upon Wolf successfully funding the capital costs of the Project. During 2013, Wolf signed documentation with lending banks for £75 million in senior debt facilities (the "Senior Facilities"). The Company's ability to make drawdowns under the Senior Facilities arrangement is contingent upon the satisfaction of customary conditions precedent. Whilst the Company believes that it will be able to satisfy such conditions precedent, if it was unable to do so, this would have a material adverse effect on the Group's operations and prospects and the Company may have to seek alternative sources of finance which may not be available on terms acceptable to the Company or at all. In addition, the Group has certain other indebtedness and may incur additional debt from time to time to finance development and production expenditures or for other purposes.

 

The Group's lenders require it to maintain and comply with certain financial and operational covenants, including compliance with certain financial ratios. The Group's ability to comply with these covenants may be affected by events beyond the Group's control. Any breach of the financial ratios or operational covenants by the Group could result in the imposition of restrictions on the actions the Group may take, or may constitute an event of default, and if such breach were continuing and not cured or waived in a timely manner, the Group may be required to immediately repay (in full or in part) such borrowings, including all accrued interest. In addition, a default under one of the Group's existing or future debt facilities, may trigger a cross default in some of the Group's other debt facilities.

 

The Company cannot guarantee that the Group will be able to generate enough cash flow from operations or that it will be able to obtain sufficient capital to service the Group's debt. Whilst the Company believes that following the Placing it will have funding arrangements in place to cover the costs of developing the Project through to production, if the Placing does not take place or the Group's capital expenditures increase beyond current expectations, there can be no assurance that the Group would be able to obtain sufficient capital to fund such capital expenditures. In addition, the Group may need to refinance some or all of its indebtedness on or before maturity. The Group cannot guarantee that it will be able to refinance its indebtedness on commercially reasonable terms or at all.

 

Security in relation to Wolf Minerals (UK) Limited

 

Under the terms of a security trust and intercreditor deed entered into in connection with the Senior Facilities arrangements, Wolf has granted to a security trustee on behalf of the Senior Facilities lenders and certain other parties a fixed charge mortgage over its shareholding in its wholly-owned subsidiary, Wolf Minerals (UK) Limited ("Wolf UK"). In the event of a default by Wolf or Wolf UK under the Senior Facilities arrangements or certain other arrangements, the security trustee may seek to enforce its security over the Company's shareholding in Wolf UK and, as a result, Wolf may lose ownership of this subsidiary and, consequently, the rights to the Project.

 

Dependence on key executives and personnel

 

The Group's development and prospects are dependent upon retaining the services of its directors, senior management and other key personnel of the appropriate calibre as the business develops. With the expansion of tungsten exploration and development efforts globally, the industry has experienced, and continues to experience, significant competition for appropriately qualified technical personnel which could potentially result in increased costs of employment. There can be no assurance the Group will be able to retain its current workforce, hire comparable personnel in the future and/or establish successful relationships with contractors, service providers and co-operative parties.

 

Title

 

The third party land required for the Project has been acquired, except for a small area relating to a telecommunications mast. An agreement is being negotiated for relocation, which does not impact the construction of the Project. There is no assurance as to whether a delay in the negotiations will impact on Wolf UK's ability to operate the Project.

 

Expiry of governing planning permission

 

Planning Permission 0542 for the winning and working of tungsten-tin (and the associated tipping of waste on Crownhill Down/Hooksbury Valley) dated 5 June 1986 expires on 5 June 2021. If mineral operations are to be lawfully continued after that date, an extension to the planning permission will have to be obtained. There can be no assurance that Wolf UK would be able to obtain an extension to the planning permission.

 

Environmental and health and safety risk

 

The operations and proposed activities of the Group are subject to English laws and regulations concerning the environment and health and safety. These laws may result in limitation of mining activities, which may become increasingly strict in the future. No assurance can be given that the need to comply with current or future environmental or and health and safety laws, regulations or commitments will not have an adverse material effect on the activities of the Company or that the liabilities resulting from any environmental damage caused by the Company will not be material.

 

Rehabilitation and closure costs

 

Pursuant to UK and local government regulations, the Company is required to post a bond to cover rehabilitation costs. A restoration concept has been agreed with the Devon County Council.  The rehabilitation costs have been estimated to increase over the six year period commencing on 1 January 2015 to £14 million.  An initial rehabilitation bond has been issued in the amount of £2.6 million in respect of the period of construction prior to commissioning of the processing plant.  A replacement rehabilitation bond for the full value of £14 million, satisfied from the proposed fundraising, will be posted at least 30 days prior to the commissioning.  There can be no assurance that these bonds will sufficient to cover all rehabilitation and closure costs.

 

Currency risk

 

The Company's financial statements are presented in Australian Dollars, and its costs, cash holdings and liabilities are denominated in various currencies, primarily Pounds Sterling and Australian Dollars. The Company's financial performance, cash flows and reported financial position are therefore subject to exchange rate fluctuations.

 

Inflation risk

 

Should the United Kingdom experience high levels of inflation in the future, the Group's costs in Sterling terms will increase and, inter alia, its capital expenditure requirements for the development of the Project will increase.

 

Resource and reserve estimates

 

Resource and reserve estimates are expressions of judgement based on knowledge, experience and industry practice. Estimates which were valid when originally calculated may alter significantly when new information or techniques become available. In addition, by their very nature, resource and reserve estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis, the estimates are likely to change. This may result in alterations to Wolf's development plans.

 

Operational and development risks

 

There are risks inherent in the development and exploitation of mineral deposits. The business of mining by its nature involves risks and hazards often outside the Group's control including geological, geotechnical and seismic factors and production risks (ore grade/quality, tonnages and recovery/yields), industrial and mechanical incidents, unscheduled plant shutdowns or other processing problems, technical failures, labour disputes, environmental hazards including the discharge of toxic chemicals, fire, drought, flooding and other events outside the Group's control. In particular, developing drilling and blasting techniques to comply with ore requirements may take some time to optimise when the first phase of mining starts. In common with all operations, there is uncertainty associated with the Group's operating parameters and costs. While costs can be budgeted with a reasonable degree of confidence, operating parameters can be difficult to predict and are often affected by factors outside the Group's control.

 

Commodity price risk

 

In the event that the Group successfully develops the Hemerdon Project into production, the Group's revenue will come from sale of product. Therefore, its earnings will be closely related to the price and arrangements it enters into for selling of its product. Product prices fluctuate and are affected by factors including the relationship between global supply and demand for tin and tungsten, forward selling by producers, the cost of production and general global economic conditions. These factors could have a material adverse effect on the price of tungsten.

 

Uninsured risks

 

The Group, as a participant in mining and exploration activities, may become subject to liability for hazards that cannot be insured against or against which it may elect not to be so insured because of high premium costs. Losses from uninsured risks may cause the Group to incur unexpected costs.

 

Legal, tax and regulatory risks

Capacity to explore and mine and sell products, as well as industry profitability generally can be affected by changes in government policy which are beyond the control of the Group. Legal, tax and regulatory changes could occur during the operations of the Group, which may adversely affect the Group and its activities. New licences, planning permissions, concessions, leases, permits and regulatory consents may be valid only for a defined time period, may be subject to limitations and may provide for withdrawal in certain circumstances. There can be no assurance that such licences, concessions, leases, permits and regulatory consents will be granted, renewed or continue in force, and if so granted, that they will be on favourable terms or given in a timely manner, which may prevent the Group from being able to continue to develop the Project in an economically favourable manner or at all. Moreover, the tax laws and their interpretation in the jurisdictions in which the Group operates might be subject to amendments, possibly with retroactive effect, which might adversely affect the tax position of the Group.

 

Litigation

 

While the Group currently has no outstanding litigation, there can be no guarantee that the current or future actions of the Group will not result in litigation since the mining industry, as all industries, is subject to claim, both with and without merit. Defence and settlement costs can be substantial, even with respect to claims that have no merit. Owing to the inherent uncertainty of the litigation process, there can be no assurance that the resolution of any particular legal proceeding will result in the Company incurring substantial costs.

 

Other Risks

 

Although it has no current plans to do so beyond those set out in this presentation, if the Company raises additional funds through the issuance of new Ordinary Shares, other than on a pro rata basis to existing shareholders, or if existing shareholders do not subscribe for additional Ordinary Shares on a pro rata basis in accordance with their existing shareholdings, this will dilute their existing ownership interests in the Company.

 

Investors should be aware that the value of the Ordinary Shares may be volatile and may go down as well as up and investors may therefore not recover their original investment, especially as the market in the Ordinary Shares on AIM may have limited liquidity.

 

The City Code on Takeovers and Mergers does not apply to the Company and consequently a takeover of the Company would be unregulated by the Takeover Panel and holders of Ordinary Shares will therefore not have the protection of the City Code on Takeovers and Mergers. The Company will, however, be subject to the takeover provisions in the Australian Corporations Act 2001.

 

The Placing and the other capital raising activities set out in this presentation are subject to shareholder approvals at a general meeting of the Company.   The Placing is also conditional upon the placing agreement between the Company and the Managers becoming unconditional in all respects and not being terminated in accordance with its terms.

 

 


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