ASX:BDI Blinda at .012 up today by 20%.
can't see announcement. Put on a watch list.
Remember we are not financial advisors.. Sampson management Services (SMS) educate and inform only...We are Assett Management Consultants- we teach you about risk and how to measure that risk according to the international standards on Quality, Environment, OHS, and Risk management in an integrated approach. Ref standards: AS/NZS/ISO 9001, AS/NZS/ISO 14001, AS/NZS/ISO 4804, AS/NZS/ISO 4360.
Megamoneybox address is http://Megamoneybox.blogspot.com.au We try to help you earn money on the internet.We give free share trading tips. We aim to educate and enthuse. We are in Australia in the land of the Sun. We are asset management and risk consultants, are not financial advisors. You Trade at your own risk. We could be wrong. So do your homework. Go to our other blogs to de stress. We are not big risk takers. We asses, investigate, analyse and then decide.
Friday, July 8, 2011
TVN Corp announcement re shares placement at 0.02 c
So for those who hold TVN, there is now an opportunity to get more shares at .02c. This is to help fund the aquisition of the mongolian thermal coal project. see below.
"TVN Corporation has placed 76 million shares at USD 0.02 to raise USD 1.52 million to fund the 100% acquisition of the Nuurst Thermal Coal Project in Mongolia.
The acquisition though is still subject to completion of due diligence and shareholder approval.
Nuurst has an exploration target of 50 million tonnes to 100 million tonnes of thermal coal with a calorific value range Qdaf 6200 to 6800 kilocalories per kilogram.
What is so fascinating about exploration and geological understanding in Mongolia is the lack of it with estimation that only three quarters of the country has been mapped to a scale of 1:200,000.
The underdeveloped and general lack of infrastructure in the country won't present much of a problem for TVN Corporation at this exploration stage.
The best part for the junior coal explorers in Mongolia is the country location next to China, offering potential funds for infrastructure and development support should a sizeable coal resource be discovered.
Boosting the coal possibilities even higher for Mongolian focused companies, the country has coal reserves estimated at over 150 billion tonnes".
(Sourced from www.proactiveinvestors.com.au)
Remember we are not financial advisors.. Sampson management Services (SMS) educate and inform only...We are Assett Management Consultants- we teach you about risk and how to measure that risk according to the international standards on Quality, Environment, OHS, and Risk management in an integrated approach. Ref standards: AS/NZS/ISO 9001, AS/NZS/ISO 14001, AS/NZS/ISO 4804, AS/NZS/ISO 4360.
"TVN Corporation has placed 76 million shares at USD 0.02 to raise USD 1.52 million to fund the 100% acquisition of the Nuurst Thermal Coal Project in Mongolia.
The acquisition though is still subject to completion of due diligence and shareholder approval.
Nuurst has an exploration target of 50 million tonnes to 100 million tonnes of thermal coal with a calorific value range Qdaf 6200 to 6800 kilocalories per kilogram.
What is so fascinating about exploration and geological understanding in Mongolia is the lack of it with estimation that only three quarters of the country has been mapped to a scale of 1:200,000.
The underdeveloped and general lack of infrastructure in the country won't present much of a problem for TVN Corporation at this exploration stage.
The best part for the junior coal explorers in Mongolia is the country location next to China, offering potential funds for infrastructure and development support should a sizeable coal resource be discovered.
Boosting the coal possibilities even higher for Mongolian focused companies, the country has coal reserves estimated at over 150 billion tonnes".
(Sourced from www.proactiveinvestors.com.au)
Remember we are not financial advisors.. Sampson management Services (SMS) educate and inform only...We are Assett Management Consultants- we teach you about risk and how to measure that risk according to the international standards on Quality, Environment, OHS, and Risk management in an integrated approach. Ref standards: AS/NZS/ISO 9001, AS/NZS/ISO 14001, AS/NZS/ISO 4804, AS/NZS/ISO 4360.
Wednesday, July 6, 2011
CGT biggest gold seam ever discovered under Ballarat
announcement June 21 2011. Then 10 mins on 7.30 report last week.
ASX:CGT
But itnhasnt moved much.. here's hoping mid August or September sees a big find...
Castlemaine Goldfields hits big gold in Ballarat
BY FIONA HENDERSON
21 Jun, 2011 01:20 PM
CASTLEMAINE Goldfields has unearthed one of Ballarat’s best ever gold finds.
Exploration drilling at its $3 million Ballarat Gold Project — roughly 500 metres under the Barkly Street skate park — has unearthed a gold vein valued about $1400 per tonne.
Castlemaine Goldfields managing director Matt Gill said it was one of the greatest strikes he’d ever seen.
“This is one of the best underground gold intersections recorded to date in the Ballarat goldfield, and reinforces our conviction that the best area to explore and mine for gold at Ballarat is at the northern part of the goldfield,” Mr Gill said.
“We need more confirmation but it has raised our hopes, based on the geological data.”
The 29.1 metre long strike was found in the Sulieman Line in the project’s northern section, with 32.1 grams of gold found per tonne.
“Thirty grams is about one ounce and one ounce is worth about $1400. This is a very high value.
“To put it in perspective, the average grade of gold found in WA is two grams per tonne.
“We need to do more follow-up drilling and we need to do more intersections.”
Mr Gill said the find was not even in the Ballarat Gold Project’s current mine plan.
“We can now add it into our mine plan. It’s certainly made us think twice I can tell you.”
Castlemaine Goldfields bought Ballarat Goldfields in March last year for $4.5 million after it proved a liability for former owner Lihir Gold.
The company immediately concentrated on the mine’s northern sections, with initial assay results in July last year finding minerals much higher up the mine than expected.
Mr Gill said it was still planned to turn on the project’s gold mill in September, with an expected 50,000 ounces of gold to be extracted annually. “We are currently extending the existing underground decline and this will pass close by this intersection.
“We now plan to conduct in-fill drilling with the objective of being able to add this mineralisation into our near-term gold production plan.
“This represents a great upside for us, as we progress on schedule towards first gold production in September this year.”
About 100 workers are employed at the Ballarat Gold Project.
Remember we are not financial advisors.. Sampson management Services (SMS) educate and inform only...We are Assett Management Consultants- we teach you about risk and how to measure that risk according to the international standards on Quality, Environment, OHS, and Risk management in an integrated approach. Ref standards: AS/NZS/ISO 9001, AS/NZS/ISO 14001, AS/NZS/ISO 4804, AS/NZS/ISO 4360.
ASX:CGT
But itnhasnt moved much.. here's hoping mid August or September sees a big find...
Castlemaine Goldfields hits big gold in Ballarat
BY FIONA HENDERSON
21 Jun, 2011 01:20 PM
CASTLEMAINE Goldfields has unearthed one of Ballarat’s best ever gold finds.
Exploration drilling at its $3 million Ballarat Gold Project — roughly 500 metres under the Barkly Street skate park — has unearthed a gold vein valued about $1400 per tonne.
Castlemaine Goldfields managing director Matt Gill said it was one of the greatest strikes he’d ever seen.
“This is one of the best underground gold intersections recorded to date in the Ballarat goldfield, and reinforces our conviction that the best area to explore and mine for gold at Ballarat is at the northern part of the goldfield,” Mr Gill said.
“We need more confirmation but it has raised our hopes, based on the geological data.”
The 29.1 metre long strike was found in the Sulieman Line in the project’s northern section, with 32.1 grams of gold found per tonne.
“Thirty grams is about one ounce and one ounce is worth about $1400. This is a very high value.
“To put it in perspective, the average grade of gold found in WA is two grams per tonne.
“We need to do more follow-up drilling and we need to do more intersections.”
Mr Gill said the find was not even in the Ballarat Gold Project’s current mine plan.
“We can now add it into our mine plan. It’s certainly made us think twice I can tell you.”
Castlemaine Goldfields bought Ballarat Goldfields in March last year for $4.5 million after it proved a liability for former owner Lihir Gold.
The company immediately concentrated on the mine’s northern sections, with initial assay results in July last year finding minerals much higher up the mine than expected.
Mr Gill said it was still planned to turn on the project’s gold mill in September, with an expected 50,000 ounces of gold to be extracted annually. “We are currently extending the existing underground decline and this will pass close by this intersection.
“We now plan to conduct in-fill drilling with the objective of being able to add this mineralisation into our near-term gold production plan.
“This represents a great upside for us, as we progress on schedule towards first gold production in September this year.”
About 100 workers are employed at the Ballarat Gold Project.
Remember we are not financial advisors.. Sampson management Services (SMS) educate and inform only...We are Assett Management Consultants- we teach you about risk and how to measure that risk according to the international standards on Quality, Environment, OHS, and Risk management in an integrated approach. Ref standards: AS/NZS/ISO 9001, AS/NZS/ISO 14001, AS/NZS/ISO 4804, AS/NZS/ISO 4360.
TVN still rising on announcements
TVN still rising on announcements. rose again today 10% , then dropped back to rise of 6.67% (J curve jumped to 94% just before the "correction"
Have a look at the graph pic to 3pm.
I go to www.google.com/finance and have a free account. When you search for a stock you put items in watchlists and I tend to be guided by the technicals.
by that I mean, when you look up ASX:TVN for example, just below the 1st graph you can add technicals, and create more mini graphs.
I add Bollinger, and am guided by the past and potential squeeze of the 3 points, which often indicates a sudden rise is imminent.You can search internet for more on these technicals.
I also add KDJ which is similar. I watch the J curve to make sure it is not above the others or above 70%.
I also add MACD another indicator of volume etc.
when you scroll down you can also see other companies in similar field, and you cna see if they rose or fell that day, plus other vital information.
Try it yourself and read the announcements for that stock, which are linked on the top right hand side.
Remember we are not financial advisors. Sampson Management Services (SMS) educate and inform only...We are Assett Management Consultants- we teach you about risk and how to measure that risk according to the international standards on Quality, Environment, OHS, and Risk management in an integrated approach. Ref standards: AS/NZS/ISO 9001, AS/NZS/ISO 14001, AS/NZS/ISO 4804, AS/NZS/ISO 4360.
Have a look at the graph pic to 3pm.
I go to www.google.com/finance and have a free account. When you search for a stock you put items in watchlists and I tend to be guided by the technicals.
by that I mean, when you look up ASX:TVN for example, just below the 1st graph you can add technicals, and create more mini graphs.
I add Bollinger, and am guided by the past and potential squeeze of the 3 points, which often indicates a sudden rise is imminent.You can search internet for more on these technicals.
I also add KDJ which is similar. I watch the J curve to make sure it is not above the others or above 70%.
I also add MACD another indicator of volume etc.
when you scroll down you can also see other companies in similar field, and you cna see if they rose or fell that day, plus other vital information.
Try it yourself and read the announcements for that stock, which are linked on the top right hand side.
Remember we are not financial advisors. Sampson Management Services (SMS) educate and inform only...We are Assett Management Consultants- we teach you about risk and how to measure that risk according to the international standards on Quality, Environment, OHS, and Risk management in an integrated approach. Ref standards: AS/NZS/ISO 9001, AS/NZS/ISO 14001, AS/NZS/ISO 4804, AS/NZS/ISO 4360.
Tuesday, July 5, 2011
TVN Corporation asx:TVN up from .017 to .030 in one week!
TVN Corporation asx:TVN up from .017 to .030 in one week!
bgt 30,000 on 28.6.11 profit so far 380.00 on a small 500.00 + 30 fees.
Worth a small investment..
Remember we are not financial advisors.. Sampson management Services (SMS) educate and inform only...We are Assett Management Consultants- we teach you about risk and how to measure that risk according to the international standards on Quality, Environment, OHS, and Risk management in an integrated approach. Ref standards: AS/NZS/ISO 9001, AS/NZS/ISO 14001, AS/NZS/ISO 4804, AS/NZS/ISO 4360.
bgt 30,000 on 28.6.11 profit so far 380.00 on a small 500.00 + 30 fees.
Worth a small investment..
Remember we are not financial advisors.. Sampson management Services (SMS) educate and inform only...We are Assett Management Consultants- we teach you about risk and how to measure that risk according to the international standards on Quality, Environment, OHS, and Risk management in an integrated approach. Ref standards: AS/NZS/ISO 9001, AS/NZS/ISO 14001, AS/NZS/ISO 4804, AS/NZS/ISO 4360.
Tuesday, June 21, 2011
CGT Castelmaine is up 10% already price .044
CGT:ASX Castlemaine is a gold producer I identified in May 2010 price 0.048. At that time the article said that they had purchased the company for a tiny 4.1 million dollars.
I purchased some in ........ and this week they had a big announcement about a major gold find i, possibly the biggest find ever in Victoria, Australia, Ballarat.Ballarat was one of the early goldfields and has produced a huge amount of gold over the years.
Last night there was a 10 min segment on CGT on ABCTV 7.30 report.
So what value would you put on that amount of free advertising!
I think their target market, conservative small cap share traders will jump on board today. Price at close yesterday was only a 0.004 cents. less than half a cent each.
Already today it has risen 10%.
It was a bit of a rush to get some.
CGT expect to reach the rich gold seam by august.
Mega
Remember we are not financial advisors.. Sampson management Services (SMS) educate and inform only...We are Assett Management Consultants- we teach you about risk and how to measure that risk according to the international standards on Quality, Environment, OHS, and Risk management in an integrated approach. Ref standards: AS/NZS/ISO 9001, AS/NZS/ISO 14001, AS/NZS/ISO 4804, AS/NZS/ISO 4360.
I purchased some in ........ and this week they had a big announcement about a major gold find i, possibly the biggest find ever in Victoria, Australia, Ballarat.Ballarat was one of the early goldfields and has produced a huge amount of gold over the years.
Last night there was a 10 min segment on CGT on ABCTV 7.30 report.
So what value would you put on that amount of free advertising!
I think their target market, conservative small cap share traders will jump on board today. Price at close yesterday was only a 0.004 cents. less than half a cent each.
Already today it has risen 10%.
It was a bit of a rush to get some.
CGT expect to reach the rich gold seam by august.
Mega
Remember we are not financial advisors.. Sampson management Services (SMS) educate and inform only...We are Assett Management Consultants- we teach you about risk and how to measure that risk according to the international standards on Quality, Environment, OHS, and Risk management in an integrated approach. Ref standards: AS/NZS/ISO 9001, AS/NZS/ISO 14001, AS/NZS/ISO 4804, AS/NZS/ISO 4360.
Monday, June 20, 2011
Re the market is in turmoil BUT theres potential with FML
Just while we feel like being bearish and hiding in a hole on a very bad day, FML Focus minerals rose and there seems to be some good buying.
WHY? because of this announcement below. They are making an offer for Cresent Gold.
Another possible opportunity is CRJ Castemaine. rose today by 12.82 % as per asx.com.au
Code Last % Chg Bid Offer Open High Low Vol
CGT 0.044 12.82% 0.044 0.045 0.043 0.051 0.043 63,970,442
press release
June 20, 2011, 12:06 a.m. EDT
Retransmission: Recommended Takeover of Crescent Gold by Focus Minerals
PERTH, WESTERN AUSTRALIA, Jun 20, 2011 (MARKETWIRE via COMTEX) --
-- Transaction to make Focus one of Australia's Top 5(1) Gold Producers
with a 230,000oz production target in 2012 from multiple open pit and
underground operations
-- Focus offering oneshare for every 1.18 Crescent shares in an off-market
bid
-- Offer represents 30.5% premium to Crescent's last close price of $0.05
per share(2)
-- Crescent Directors unanimously recommend shareholders accept the offer,
in the absence of a Superior Proposal
-- Pre Bid Agreement in favour of Focus for 19.9% of Crescent from Deutsche
Bank group
-- Increased management depth and operational experience to maximise the
value of Crescent's assets
-- Combined group will have a JORC Resource inventory of 4.3Moz of gold(3)
-- Strong rerating potential with the merged proforma EV/Resource multiple
at a 39% discount to the current peer average of A$107/oz
-- Significant synergies in combining two major West Australian mining
regions: Focus' established Coolgardie operations with Crescent's
significant open pit operations at the Laverton Gold Project
-- Combined group will have the financial strength to unlock Crescent's
extensive exploration upside across 1,400km(2) of tenements
Focus Minerals Limited ("Focus") (asx:FML) and Crescent Gold Limited ("Crescent") /quotes/zigman/30819 CA:CRA +10.00% (asx:CRE)(frankfurt:CRE5) are pleased to jointly announce that they have agreed to merge the companies by way of a conditional off-market takeover bid by Focus for all of the issued shares in Crescent ("Offer").
The Crescent Board unanimously recommend the Offer, and intend to accept the Offer in respect of their Crescent holdings, in the absence of a Superior Proposal.
The transaction will make Focus one ofAustralia's Top 5(1) gold producers with targeted annual production of 230,000oz, a combined JORC resource base of 4.3Moz of gold(3), and outstanding growth potential across two major Western Australian mining regions.
OFFER DETAILS
Focus and Crescent have executed a Bid Implementation Agreement ("BIA"), under which Focus agreed to make the Offer. The consideration being offered to Crescent Shareholders is one Focus share for every 1.18 Crescent shares, which represents a premium of 30.5% to Crescent's closing price on 17 June 2011(4).
The Offer is subject to customary conditions, including the following:
-- Minimum acceptance of 90%;
-- No Material Adverse Change; and
-- No prescribed occurrences.
The Offer conditions are set out in Schedule 2 of the BIA in Annexure C. Full particulars of the Offer will be provided in the Bidder's Statement.
The transaction has the support of Crescent's major shareholder, Deutsche Bank AG who has agreed to accept the Offer in respect of a 19.9% stake in Crescent pursuant to a Pre-Bid Agreement with Focus.
At the closing price of Focus shares on 17 June 2011 of 7.7 cents per share, the Offer represents an offer price of 6.5 cents per Crescent share, representing a premium of 30.5% on the closing price of Crescent shares on 17 June 2011 of 5 centsper share, a 29.10% premium to the 5day volume weighted average price ("VWAP") of Crescent shares of 5.1 cents per share and a 20.75% premium to the 30day VWAP of Crescent shares of 5.4 cents per share.
The Offer will be extended to any Crescent shares that are issued during the Offer period as a result of the exercise of Crescent options or conversion of convertible notes on issue before the Offer opens. However, Focus also intends to enter into private treaty arrangements with Crescent option holders to acquire their options in exchange for Focus shares on a ratio determined by reference to the respective exercise price and expiry date of their options.
TRANSACTION HIGHLIGHTS
The Boards of Focus Minerals and Crescent Gold consider that the combination of the two companies will provide significant strategic and financial benefits to both sets of shareholders:
Mr Campbell Baird, Chief Executive Officer of Focus Minerals said: "The merger of Crescent Gold and Focus Minerals provides a unique opportunity for both businesses to fast track their growth aspirations making Focus one of Australia's Top 5 gold producers.
"Once this transaction is complete this creates a strong platform for both companies' shareholders to benefit from a substantial value uplift from a significant increase in combined production, a doubling of gold resources, and the ability to step up exploration within Crescent's extensive landholding," Mr Baird said.
Mr Mark Tory, Managing Director of Crescent Gold said: "The Board of Crescent Gold considers the transaction to be a compelling opportunity for Crescent Shareholders to capture a premium for their shareholding and become part of a major new Australian gold producer. Post-acquisition, Crescent shareholders will be part of an entity with an exciting production and exploration growth profile, strong balance sheet, diversified asset portfolio, and a strong track record in mine operations."
Key compelling benefits for both Focus Minerals and Crescent Gold shareholders include:
-- Creates a Top 5 Australian Gold Producer - With a targeted annual
production of 230,000oz in 2012 and outstanding growth potential across
two major Western Australian mining regions, the combined company will
become a top 5(1)Australian gold producer.
-- Proven Track Record of Mine Operation - Focus has a deep management team
with proven development and mine operation capabilities, having
recommissioned the Three Mile Hill processing plant 18 months ago and
opened two new mining operations in the last three months. Focus will
use this operational expertise to maximise the value of Crescent's
assets.
-- Significant Resource Growth Potential - The combined group will have a
very significant JORC Resource inventory of 4.3Moz(3). Both the Laverton
and Coolgardie regions have demonstrated the opportunity for significant
resource growth on targeted exploration programmes. Focus brings the
immediate funds to accelerate exploration at Laverton, with strong group
revenues providing a basis to fund further exploration to expand group
resources.
-- Strong Operating Cash Flows - The transaction will create a combined
group with very strong anticipated operating cash flow.
-- Valuation Uplift - The implied EV/Resource ratio of the combined entity
is A$66/oz which is a 39% discount to the ASX listed gold producers
average of A$107/oz, implying a significant opportunity for a
revaluation of the combined group.
EXCLUSIVITY ARRANGEMENTS AND PRE-BID WITH CRESCENT SHAREHOLDER
The Board of Directors of Crescent has unanimously recommended that, in the absence of a Superior Proposal all Crescent shareholders accept the Offer, and all directors intend to accept the offer.
Pursuant to the BIA, Focus and Crescent have agreed customary exclusivity arrangements, including "no shop" and "no talk" provisions. The BIA also confers a matching right on Focus. See Annexure C for a copy of the BIA.
Focus has entered into a pre-bid acceptance agreement with Crescent's major shareholder, Deutsche Bank group, which through its wholly owned subsidiary Gulara Pty Ltd owns 29.23% of Crescent. The pre-bid agreement is in respect of 19.9% of Crescent. Separately, Focus has also been informed by Deutsche that its present intention is to accept the Offer in respect of the remaining 9.33%of Crescent shares it holds, no later than five days prior to the end of the Offer period, subject to there being no Superior Proposal. Deutsche Bank has no obligation to accept the Offer in respect of the remaining 9.33% stake and may dispose of these shares to a third party at any time.
LOAN & WORKING CAPITAL FACILITY ARRANGEMENTS
In May 2011 Focus provided a $3 million secured loan to Crescent which upon shareholder approval will turn into a convertible note. Once approved, that convertible note will be convertible into Crescent shares at the conversion price of the lower of $0.05 and 85% of 5 day VWAP of Crescent shares, with 1 free attaching option for each two shares provided.
In addition, on 17 June 2011, Focus provided a $10 million working capital facility to Crescent, which subject to shareholder approval, may be converted into convertible notes. These convertible notes will be convertible to Crescent shares on substantially the same terms as the May 2011 convertible note.
INDICATIVE TIMETABLE
The indicative timetable in relation to the Offer is set out below.
-----------------------------------------------------------------------
-----
Monday, 20 June 2011 Announcement of Transaction
----------------------------------------------------------------------------
Monday, 4 July 2011 Focus lodges its Bidder's Statement with ASIC and ASX
and serves it on Crescent
----------------------------------------------------------------------------
Monday, 4 July 2011 Crescent lodges its Target's Statement with ASIC and
ASX and serves it on Focus
----------------------------------------------------------------------------
Thursday, 7 July 2011 Joint despatch of Bidder's Statement and Target's
Statement
----------------------------------------------------------------------------
Thursday, 7 July 2011 Offer Opens
----------------------------------------------------------------------------
Monday, 8 August 2011 Close of Offer (unless extended)
----------------------------------------------------------------------------
Remember we are not financial advisors.. Sampson management Services (SMS) educate and inform only...We are Assett Management Consultants- we teach you about risk and how to measure that risk according to the international standards on Quality, Environment, OHS, and Risk management in an integrated approach. Ref standards: AS/NZS/ISO 9001, AS/NZS/ISO 14001, AS/NZS/ISO 4804, AS/NZS/ISO 4360.
WHY? because of this announcement below. They are making an offer for Cresent Gold.
Another possible opportunity is CRJ Castemaine. rose today by 12.82 % as per asx.com.au
Code Last % Chg Bid Offer Open High Low Vol
CGT 0.044 12.82% 0.044 0.045 0.043 0.051 0.043 63,970,442
press release
June 20, 2011, 12:06 a.m. EDT
Retransmission: Recommended Takeover of Crescent Gold by Focus Minerals
PERTH, WESTERN AUSTRALIA, Jun 20, 2011 (MARKETWIRE via COMTEX) --
-- Transaction to make Focus one of Australia's Top 5(1) Gold Producers
with a 230,000oz production target in 2012 from multiple open pit and
underground operations
-- Focus offering oneshare for every 1.18 Crescent shares in an off-market
bid
-- Offer represents 30.5% premium to Crescent's last close price of $0.05
per share(2)
-- Crescent Directors unanimously recommend shareholders accept the offer,
in the absence of a Superior Proposal
-- Pre Bid Agreement in favour of Focus for 19.9% of Crescent from Deutsche
Bank group
-- Increased management depth and operational experience to maximise the
value of Crescent's assets
-- Combined group will have a JORC Resource inventory of 4.3Moz of gold(3)
-- Strong rerating potential with the merged proforma EV/Resource multiple
at a 39% discount to the current peer average of A$107/oz
-- Significant synergies in combining two major West Australian mining
regions: Focus' established Coolgardie operations with Crescent's
significant open pit operations at the Laverton Gold Project
-- Combined group will have the financial strength to unlock Crescent's
extensive exploration upside across 1,400km(2) of tenements
Focus Minerals Limited ("Focus") (asx:FML) and Crescent Gold Limited ("Crescent") /quotes/zigman/30819 CA:CRA +10.00% (asx:CRE)(frankfurt:CRE5) are pleased to jointly announce that they have agreed to merge the companies by way of a conditional off-market takeover bid by Focus for all of the issued shares in Crescent ("Offer").
The Crescent Board unanimously recommend the Offer, and intend to accept the Offer in respect of their Crescent holdings, in the absence of a Superior Proposal.
The transaction will make Focus one ofAustralia's Top 5(1) gold producers with targeted annual production of 230,000oz, a combined JORC resource base of 4.3Moz of gold(3), and outstanding growth potential across two major Western Australian mining regions.
OFFER DETAILS
Focus and Crescent have executed a Bid Implementation Agreement ("BIA"), under which Focus agreed to make the Offer. The consideration being offered to Crescent Shareholders is one Focus share for every 1.18 Crescent shares, which represents a premium of 30.5% to Crescent's closing price on 17 June 2011(4).
The Offer is subject to customary conditions, including the following:
-- Minimum acceptance of 90%;
-- No Material Adverse Change; and
-- No prescribed occurrences.
The Offer conditions are set out in Schedule 2 of the BIA in Annexure C. Full particulars of the Offer will be provided in the Bidder's Statement.
The transaction has the support of Crescent's major shareholder, Deutsche Bank AG who has agreed to accept the Offer in respect of a 19.9% stake in Crescent pursuant to a Pre-Bid Agreement with Focus.
At the closing price of Focus shares on 17 June 2011 of 7.7 cents per share, the Offer represents an offer price of 6.5 cents per Crescent share, representing a premium of 30.5% on the closing price of Crescent shares on 17 June 2011 of 5 centsper share, a 29.10% premium to the 5day volume weighted average price ("VWAP") of Crescent shares of 5.1 cents per share and a 20.75% premium to the 30day VWAP of Crescent shares of 5.4 cents per share.
The Offer will be extended to any Crescent shares that are issued during the Offer period as a result of the exercise of Crescent options or conversion of convertible notes on issue before the Offer opens. However, Focus also intends to enter into private treaty arrangements with Crescent option holders to acquire their options in exchange for Focus shares on a ratio determined by reference to the respective exercise price and expiry date of their options.
TRANSACTION HIGHLIGHTS
The Boards of Focus Minerals and Crescent Gold consider that the combination of the two companies will provide significant strategic and financial benefits to both sets of shareholders:
Mr Campbell Baird, Chief Executive Officer of Focus Minerals said: "The merger of Crescent Gold and Focus Minerals provides a unique opportunity for both businesses to fast track their growth aspirations making Focus one of Australia's Top 5 gold producers.
"Once this transaction is complete this creates a strong platform for both companies' shareholders to benefit from a substantial value uplift from a significant increase in combined production, a doubling of gold resources, and the ability to step up exploration within Crescent's extensive landholding," Mr Baird said.
Mr Mark Tory, Managing Director of Crescent Gold said: "The Board of Crescent Gold considers the transaction to be a compelling opportunity for Crescent Shareholders to capture a premium for their shareholding and become part of a major new Australian gold producer. Post-acquisition, Crescent shareholders will be part of an entity with an exciting production and exploration growth profile, strong balance sheet, diversified asset portfolio, and a strong track record in mine operations."
Key compelling benefits for both Focus Minerals and Crescent Gold shareholders include:
-- Creates a Top 5 Australian Gold Producer - With a targeted annual
production of 230,000oz in 2012 and outstanding growth potential across
two major Western Australian mining regions, the combined company will
become a top 5(1)Australian gold producer.
-- Proven Track Record of Mine Operation - Focus has a deep management team
with proven development and mine operation capabilities, having
recommissioned the Three Mile Hill processing plant 18 months ago and
opened two new mining operations in the last three months. Focus will
use this operational expertise to maximise the value of Crescent's
assets.
-- Significant Resource Growth Potential - The combined group will have a
very significant JORC Resource inventory of 4.3Moz(3). Both the Laverton
and Coolgardie regions have demonstrated the opportunity for significant
resource growth on targeted exploration programmes. Focus brings the
immediate funds to accelerate exploration at Laverton, with strong group
revenues providing a basis to fund further exploration to expand group
resources.
-- Strong Operating Cash Flows - The transaction will create a combined
group with very strong anticipated operating cash flow.
-- Valuation Uplift - The implied EV/Resource ratio of the combined entity
is A$66/oz which is a 39% discount to the ASX listed gold producers
average of A$107/oz, implying a significant opportunity for a
revaluation of the combined group.
EXCLUSIVITY ARRANGEMENTS AND PRE-BID WITH CRESCENT SHAREHOLDER
The Board of Directors of Crescent has unanimously recommended that, in the absence of a Superior Proposal all Crescent shareholders accept the Offer, and all directors intend to accept the offer.
Pursuant to the BIA, Focus and Crescent have agreed customary exclusivity arrangements, including "no shop" and "no talk" provisions. The BIA also confers a matching right on Focus. See Annexure C for a copy of the BIA.
Focus has entered into a pre-bid acceptance agreement with Crescent's major shareholder, Deutsche Bank group, which through its wholly owned subsidiary Gulara Pty Ltd owns 29.23% of Crescent. The pre-bid agreement is in respect of 19.9% of Crescent. Separately, Focus has also been informed by Deutsche that its present intention is to accept the Offer in respect of the remaining 9.33%of Crescent shares it holds, no later than five days prior to the end of the Offer period, subject to there being no Superior Proposal. Deutsche Bank has no obligation to accept the Offer in respect of the remaining 9.33% stake and may dispose of these shares to a third party at any time.
LOAN & WORKING CAPITAL FACILITY ARRANGEMENTS
In May 2011 Focus provided a $3 million secured loan to Crescent which upon shareholder approval will turn into a convertible note. Once approved, that convertible note will be convertible into Crescent shares at the conversion price of the lower of $0.05 and 85% of 5 day VWAP of Crescent shares, with 1 free attaching option for each two shares provided.
In addition, on 17 June 2011, Focus provided a $10 million working capital facility to Crescent, which subject to shareholder approval, may be converted into convertible notes. These convertible notes will be convertible to Crescent shares on substantially the same terms as the May 2011 convertible note.
INDICATIVE TIMETABLE
The indicative timetable in relation to the Offer is set out below.
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Monday, 20 June 2011 Announcement of Transaction
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Monday, 4 July 2011 Focus lodges its Bidder's Statement with ASIC and ASX
and serves it on Crescent
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Monday, 4 July 2011 Crescent lodges its Target's Statement with ASIC and
ASX and serves it on Focus
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Thursday, 7 July 2011 Joint despatch of Bidder's Statement and Target's
Statement
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Thursday, 7 July 2011 Offer Opens
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Monday, 8 August 2011 Close of Offer (unless extended)
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Remember we are not financial advisors.. Sampson management Services (SMS) educate and inform only...We are Assett Management Consultants- we teach you about risk and how to measure that risk according to the international standards on Quality, Environment, OHS, and Risk management in an integrated approach. Ref standards: AS/NZS/ISO 9001, AS/NZS/ISO 14001, AS/NZS/ISO 4804, AS/NZS/ISO 4360.
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