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Ramelius Resources Limited (ASX:RMS) (Ramelius) and Breaker Resources NL (ASX:BRB) (Breaker) are pleased to announce that they have entered into a Bid Implementation Agreement (BIA), pursuant to which Ramelius will offer to acquire all the issued ordinary shares of Breaker by way of an all-scrip off-market takeover offer (the Offer).
Highlights
- Ramelius to acquire Breaker Resources NL (Breaker), 100% owner of the Lake Roe Gold Project (Lake Roe) in Western Australia, via a recommended all-scrip off-market takeover offer (Offer)
- Located in Australia’s premier gold province and with a current total Mineral Resource estimate of 32 Mt @ 1.6 g/t for 1.7 million ounces1, Lake Roe provides additional scale through regional consolidation with Ramelius’ Rebecca Project2, boasting almost 3 million ounces in combined Mineral Resources, to support a potential new production centre
- Ramelius, a top 10 Australian gold producer, has the financial capacity, operational experience and exploration expertise to continue expanding the existing Mineral Resource and to develop Lake Roe, in order to maximise the value of the asset for both sets of shareholders
- Breaker shareholders to receive an implied Offer price of $0.403 per share (Offer Price), equating to 1 Ramelius share for every 2.82 Breaker shares held. This Offer Price represents premiums of:
- 41.0% to Breaker’s 3-day VWAP of $0.284 per share;
- 41.7% to Breaker’s 10-day VWAP of $0.282 per share;
- 41.5% to Breaker’s 30-day VWAP of $0.283 per share; and
- 30.5% to Breaker’s 90-day VWAP of $0.307 per share.
- The Offer Price implies a total undiluted equity value for Breaker of $130.7 million4
- Breaker’s Directors unanimously recommend Breaker shareholders accept the Offer, in the absence of a superior offer. Furthermore, all Breaker Directors have made (and consented to its inclusion herein) Statements of Intent to accept the Offer for all the shares they own or control (representing ~4% of Breaker’s issued shares5), in the absence of a superior offer
- Breaker major shareholders, Electrum and Paulson, each representing 9.95% of Breaker shares therefore accounting for 19.92% of Breaker, have signed pre-bid acceptance agreements to accept within 5 days of the Offer opening, subject to a superior offer
- The Offer is conditional upon achieving more than 50.1% acceptanceRamelius will host a conference call at 8:00am AWST / 10:00am AEST/ 11:00am AEDT on Monday 20th March 2023. To listen in live, please click on the link below and register your details: https://s1.c-conf.com/diamondpass/10029687-b1k7i0.html
Under the terms of the Offer, Breaker Shareholders will receive 1 Ramelius share for every 2.82 Breaker shares held (Offer Consideration). The Offer Consideration values each Breaker share at $0.40 (Offer Price), based on the 3-day volume weighted average price (VWAP) of Ramelius shares up to and including 17 March 2023 of $1.127, and implies a total undiluted equity value for Breaker of approximately $130.7 million.
The options held by the Breaker Option holders will, if not exercised into ordinary shares before the Offer closes, will be acquired via a Private Treaty with Ramelius where such options will be valued using traditional option valuation methodologies.
The premiums represented by the Offer Price against Breaker’s 3 day and other historical VWAPs are shown in Figure 1 below.
Figure 1: Offer Premiums for Breaker Shareholders
Support from Breaker Board and Major Shareholders
Breaker’s Directors have unanimously recommended that Breaker shareholders accept the Offer, in the absence of a superior offer. Furthermore, Breaker Directors have consented to Statements of Intent to accept the Offer for all the shares they own or control (representing ~4% of Breaker’s issued shares6), in the absence of a superior offer.
Breaker’s two largest shareholders, Electrum Strategic Opportunities Fund and Paulson & Co, with a combined shareholding of approximately 19.92% have both supported the offer by signing pre-bid agreements to accept within 5 business days of the Offer opening, in the absence of a superior offer.
Click here for the full ASX Release
This article includes content from Breaker Resources NL, licensed for the purpose of publishing on Investing News Australia. This article does not constitute financial product advice. It is your responsibility to perform proper due diligence before acting upon any information provided here. Please refer to our full disclaimer here.
BRB:AU
Norfolk Metals
Overview
Norfolk Metals (ASX:NFL) is an ASX-listed exploration company focused on its uranium in South Australia and Argentina. The company’s flagship property is the Orroroo uranium project in South Australia. It also holds a gold-copper project, the Roger River Property in Tasmania. Norfolk Metals is currently focused on advancing its uranium project and evaluating uranium assets for acquisition. In April 2024, the company announced it is acquiring the Las Altares uranium project in Argentina, through an exclusivity agreement with Green Shift Commodities.
Uranium prices have been on an upward trajectory since 2023, with prices rising from less than $50/lb to over $100/lb in 2024. The prices are currently hovering around $90/lb and could increase further, driven by a supply deficit. Kazatomprom, the world's largest uranium miner, announced in February 2024 that it is reducing uranium production. The company said production levels at its operations in Kazakhstan are anticipated to remain 20 percent lower, chiefly attributed to the sulfuric acid shortage prevailing in the country. Cameco, the world’s largest publicly traded uranium supplier, has provided a 2024 production guidance which is also not very bullish.
While the supply remains challenging, the demand continues to ramp up. The surge in uranium demand has been predominantly fueled by heightened utility contracting, a trend that offers robust support and sustainability to elevated price levels. The World Nuclear Association’s Nuclear Fuel Report indicates that global nuclear reactor demands are projected to almost double by 2040, rising from 65,650 tU in 2023 to 130,000 tU in 2040. According to Sprott, utilities have nearly 1.5 billion pounds of uncovered uranium requirements through 2040, compared to current annual production of around 150 Mlbs. Further, substantial underinvestment in new mining projects has exacerbated an already constrained supply side, leading to prolonged strain in the years ahead.
The uranium market appears to remain firmly in an uptrend driven by rising demand and constrained supply. Elevated prices also enhance the prospects for junior miners to progress their projects and potentially secure future supply agreements with utilities.
Norfolk Metals boasts uranium assets in a tier-1 mining jurisdiction of South Australia. The recent maiden drill program at the Orroroo project intersected a uranium-bearing floodplain, boosting confidence in the potential of the project.
Norfolk continues to review complementary projects with plans to expand its uranium project suite. In 2024, the company signed an exclusivity agreement with Green Shift Commodities (TSXV:GCOM) to acquire Las Alteras uranium project in Argentina. Las Alteras is surrounded by non-JORC foreign estimates at URAmerica’s Meseta Central deposit (19.1 Mlbs U308), CNEA’s Cerro Solo deposit (11.49 Mlbs U308), ISO Energy’s Laguna Salada deposit (10.1 Mlbs U308), along with the Cerro Condor and Los Adobes historical uranium mines.
Company Highlights
- Norfolk Metals is an ASX-listed uranium-focused explorer with assets located in South Australia (Orroroo uranium project), Argentina (Las Alteras uranium project) and Tasmania (Roger River gold/copper project).
- The primary focus is on advancing the Orroroo uranium project located in the Walloway Basin in South Australia. Orroroo comprises three granted exploration licenses, which together cover 723 square kilometres. of contiguous tenements. The land holding is divided into three project areas named Orroroo, Johnburgh and Black Rock.
- Orroroo has geological similarities to well-endowed South Australian uranium producers such as Boss Energy’s Honeymoon Uranium project and Heathgate Resources’ Four Mile mine.
- Norfolk completed a maiden drill program at Orroroo which delineated uranium in 10 of the 17 holes with grades reaching as high as 796 ppm. The maiden drill program also identified a uranium-bearing floodplain 50 meters south of the Wongway Creek Target.
- In Argentina, Norfolk has signed an exclusivity agreement with Green Shift Commodities to acquire Las Alteres uranium project, a project surrounded by multiple uranium deposits and historical mines in every direction including the Cerro Solo government owned deposit
- The Roger River Project comprises two granted exploration licenses, which together cover 261 square kilometers, located in Tasmania. The project is prospective for gold and copper.
- Norfolk is evaluating other projects for acquisition, which includes complementary projects to the South Australian uranium project suite.
- Uranium prices are likely to remain firm on the back of supply deficit. Kazakhstan, the world’s largest uranium supplier, has warned of lower production in 2024, while demand continues to remain high as governments around the world embrace nuclear power to reduce reliance on fossil fuels.
Key Projects
Orroroo Uranium Project
The Orroroo uranium project consists of three exploration licenses - EL6552, EL6814, and EL6948 - spanning a total of 723 square kilometers, situated roughly 274 kilometers northwest of Adelaide, South Australia. The large land holding is divided into three project areas named Orroroo, Johnburgh and Black Rock.
Orroroo lies within the Walloway Basin, an underexplored uranium region characterized by sediments of similar age to those found in the nearby Frome Embayment, where Boss Energy’s Honeymoon project is located.
Norfolk Metals completed a two-phase drilling program at Orroroo Project (EL6552), identifying uranium in 10 of 17 holes with grades reaching as high as 796 parts per million (ppm). Phase 2 of the drill program also identified a uranium-bearing floodplain 50 meters south of the Wongway Creek Target. The confirmation of uranium-bearing floodplain deposits upstream of Wongway Creek has strengthened confidence in the paleochannel model. Crucial drill holes, including ORMR015A and ORMR017, have offered valuable insights into floodplain features and the identification of kaolinitic clay marker beds, crucial for unraveling the basin’s geological evolution.
Drill samples from ORMR015A showing the kaolonitic clay marker unit from 121-130 metres and floodplain silt from 130-137 metres.
ORMR015A intersected what seems to be a floodplain dominated by silt, with minor gravel and two elevated gamma anomalies indicating uranium at both the top and bottom of this unit. In ORMR017, there was a heightened gamma response at approximately 132 meters depth, aligning with the top of the floodplain identified in ORMR015A. This suggests that the paleochannel may be situated just meters away from the target. Additionally, the detection of a mustard-colored limonite-rich fluid in certain drilling locations suggests potential uranium sources.
The identification of paleochannels offers geologists precise targets for uranium exploration. By mapping geological characteristics and comprehending past river systems, exploration endeavors can be concentrated on regions with an increased probability of harboring uranium deposits.
The maiden drill program has further substantiated Orroroo as a potential emerging uranium district within the renowned Walloway Basin in South Australia. Norfolk is moving forward on the future planning and approvals for Orroroo with a focus on the uranium-bearing floodplains intersected near the Wongway Creek target.
In 2024, Norfolk will begin operations on exploration permit EL6814, which is adjacent to the north and south of EL6552. The initial activities on EL6814 will be planned based on the findings and analysis from the inaugural drilling program at EL6552.
The company remains optimistic about the potential of the Walloway Basin beyond EL6552 (Orroroo project), particularly in areas such as the northern region (Johnburgh Project) and the southern region (Black Rock Project), where significant portions have yet to undergo geophysical surveys or drilling operations.
Las Alteras Uranium Project
Through an exclusivity agreement with Green Shift Commodities (GCOM) Norfolk has rights to 22 claims totaling 60,396 hectares comprising the Las Alteras uranium project to the west and east of the 11.49M lbs (Reasonably Assured Resource) Cerro Solo uranium deposit.
Las Alteras is surrounded by UrAmerica’s Meseta Central deposit (19.1 Mlbs eU308), CNEA’s Cerre Solo deposit (11.49M lbs U308), and ISO Energy’s Laguna Salada deposit (10.1 Mlbs U308). The project is also close to two historical mines, Cerro Condor and Los Adobes.
Norfolk plans to complete a due diligence on the project and pursue completion of the acquisition of the property from Green Shift Commodities.
Roger River Project
The Roger River Project comprises two granted exploration licenses encompassing a total area of 261 square kilometres. Positioned 410 kilometres northwest of Hobart, Tasmania, the project is deemed prospective for gold and copper.
During 2023, Norfolk continued its exploration program to obtain a better understanding of the copper and gold mineralization to guide the next exploration phase and potential drilling. The exploration work included a soil sampling program. The soil program entailed the collection of new surface samples and the re-analyses of selected historical soil samples over the White Water and A2 prospects which were submitted for Cu analysis.
Fresh surface samples were gathered on a grid measuring 200 by 100 meters around A2, totaling 98 samples. This sampling covered an area of roughly 1.2 kilometers by 1.5 kilometers along the interpreted splay from the Roger River Fault. The findings reveal a persistent copper anomaly surrounding the A4 and A5 prospects, situated along the interpreted fault splay originating from the Roger River Fault.
The historical samples re-analyzed revealed a continuous copper anomaly around the A4 and A5 prospects located along the interpreted fault splay from the Roger River Fault.
Management Team
Ben Phillips – Executive Chairman
Ben Phillips brings over 15 years of experience in commercial negotiations across diverse industries, including oil and gas, resources, medical technology, software-as-a-service and defense. He guides departments spanning from R&D and exploration to production, commercialization, and sales. Previously, Phillips served as a non-executive director at Bronson Group (ASX:BGR) and later at Mandrake Resources (ASX:MAN). In his current role as a corporate executive at Ironside, he focuses on sourcing, structuring, funding and managing requirements for small-cap companies, both private and public. Phillips has been with Ironside Capital since its inception, previously serving at Merchant Corporate Finance.
Leo Pilapil – Non-Executive Technical Director
Leo Pilapil has over 30 years of experience as a geoscientist. Throughout his career, he has held director positions at numerous junior companies across Australia, Africa and Turkey. In these roles, he has been primarily responsible for technical project evaluations, project acquisitions, project management and business development. Pilapil's notable achievements include the discovery of the Harlequin Gold Deposit (1 Moz) under salt lake conditions in Norseman, Western Australia. Additionally, he has played a key role in the extension and discovery of several ore deposits in Australia, Africa and Turkey. Pilapil has served as a geological consultant for numerous companies across the globe, including Aditya Birla in Australia, Alacer Gold Corporation in Turkey, African Uranium in Namibia, and NIKKI Lao in Lao PDR.
Patrick Holywell – Non-Executive Director
Patrick Holywell possesses over 15 years of expertise in accounting, finance and corporate governance, having worked at Deloitte and Patersons (now Canaccord Genuity). He is a chartered accountant and a fellow of the Governance Institute of Australia. Over the past decade, Holywell has primarily focused on director and company secretarial roles within the resources and technology sectors. His recent engagements include positions at De Grey Mining, Si6 Metals, and Pentanet.
Rio Silver: Leveraging 25 Years of Mining Experience in Peru
Rio Silver (TSXV:RYO) focuses on the acquisition, exploration and development of precious metals deposits in South America. The company is currently advancing its 100 percent-owned Niñobamba silver-gold project in Peru. The The 3,933-hectare Niñobamba property is a drill-ready project located in the Department of Ayacucho about 330 kilometers southeast of Lima.
To date, Rio Silver and other historical operators have completed US$10 million in exploration expenditure on the Niñobamba property. The company has low overhead expenditure and strong alliances in Peru that are helping it achieve new initiatives for enhanced sustainability.
In 2016, Rio Silver consolidated its property by acquiring the surrounding 2,200 hectares of adjoining land from Newmont Mining and Southern Peru Copper. These included the Jorimina zone, which is located about 6.5 kilometers west of the Niñobamba and is believed to be part of the same high-sulfidation silver-gold system identified in the main Niñobamba zones.
Company Highlights
- Rio Silver owns six mineral concessions covering 4,100 hectares of wholly-owned land in a historic Peruvian mining district.
- The property was historically surrounded by big-name miners (Newmont, Southern Peru Copper) and is now wholly owned by Rio Silver.
- Experienced management team with more than two decades of mining experience in Peru.
- Extensive trenching completed at the Niñobamba zone.
- The management team holds a 29 percent stake in the company.
- US$10 million in exploration expenditure completed to date by Rio and historical operators.
- All the historical data has been collected from previous owners.
- Historical drilling on the Niñobamba property intersected 130 meters of 2.55 oz/t silver and 72.3 meters of 1.19 g/t gold.
- New gold zone identified including 56 meters at 98.9 g/t silver and 21.77 meters at 1.32 g/t gold, 102.46 g/t silver.
This Rio Silver profile is part of a paid investor education campaign.*
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March Quarter Activity Report
Highlights:
- Brightstar makes recommended takeover offer for Linden Gold Alliance Limited
- Successful completion of A$12 million share placement
- A highly positive Scoping Study was released for the Jasper Hills Gold Project (owned by Linden Gold) with compelling operational and financial outputs1,4:
- An initial mine production target of 142koz @ 1.84g/t Au over a four-year life of mine
- Pre-Tax NPV8 of approximately A$99 million and IRR of 736% (@ A$3,000/oz gold price)
- Payback of 9 months on all pre-production capital costs of $12 million
- Selkirk mining joint venture and gold pours successfully completed, with finalised net cashflow generated to Brightstar of $6,500,000 to be received this quarter
- Cork Tree Well diamond drilling results returns spectacular intercepts including:
- 27.6m @ 17.8 g/t Au (CTWMET003)
- 34.4m @ 7.94g/t Au (CTWMET004)
- High grade RC drilling intercepts were received from Menzies Gold Project at the Aspacia & Link Zone deposits
Brightstar to acquire Linden Gold Alliance Limited, $12 million share placement and Board Change1,2,3
- Brightstar Resources Limited to acquire Linden Gold Alliance Limited (Linden) via unanimously recommended off-market scrip takeover offer (Offer)
- Linden is a gold producer, developer and explorer with existing mineral resources of 350koz @ 2.1g/t Au near Brightstar’s existing processing infrastructure (on care & maintenance) in the Laverton district (Figure 1)
- Under the Offer, Linden securityholders are to receive 6.9 Brightstar shares for every 1 Linden share held and 6.9 Brightstar options for every 1 Linden option held, equating to an implied Offer price of 11.04 cents per share
- The Offer implies an undiluted equity value for Linden of approximately $23.7 million
- Linden’s Directors unanimously recommend Linden shareholders accept the Offer, in the absence of a superior proposal
- Linden Directors representing 13.2% and Linden’s major shareholders, including St Barbara Limited (St Barbara), representing approximately 67.3% of shareholders, have signed pre-bid agreements with Brightstar or have signed intention statements to accept the Offer in respect of all current Linden shares and Linden options they own and control, in each case in the absence of a superior proposal
- The Offer is subject to conditions including a minimum 90% acceptance condition by the Linden shareholders and Linden optionholders
- As part of the Offer, Brightstar announced the successful receipt of firm commitments for a capital raising of A$12.0 million at A$0.014 per share via a two-tranche placement (Placement)
- The Placement received strong cornerstone support from Brightstar and Linden’s major shareholders Collins Street Asset Management and St Barbara for a total $4.3 million
- Mining investment house Lion Selection Group (ASX:LSX) committed to $2 million in the Placement to become a Brightstar shareholder
- Linden Directors Andrew Rich and Ashley Fraser to be appointed as Executive Director and Non- Executive Director respectively of Brightstar at successful completion of the Offer
- Highly regarded natural resources industry professional Richard Crookes will join the Board of Directors as Independent Non-Executive Chairman subject to the successful completion of the Offer.
- The combination of Linden and Brightstar will create a gold producer and developer with a material resource base that supports the Company’s strategy of becoming a mid-tier gold producer
Figure 1: Linden Gold’s Second Fortune & Jasper Hill Gold Projects relative to Brightstar assets
Compelling Scoping Study for Jasper Hills Gold Project4
The Jasper Hills Gold Project (Jasper Hills) is wholly owned by Linden, which is the subject of a Board- recommended off-market takeover offer by Brightstar. Jasper Hills is located 50km SE of Brightstar’s processing infrastructure, and will, subject to final feasibility studies, permitting and approvals and final investment decision, support Brightstar’s ambition of becoming a meaningful WA gold producer.
Click here for the full ASX Release
This article includes content from Brightstar Resources, licensed for the purpose of publishing on Investing News Australia. This article does not constitute financial product advice. It is your responsibility to perform proper due diligence before acting upon any information provided here. Please refer to our full disclaimer here.
