BRIGHTON MINING GROUP LIMITED ACN 140818686 18 LYALL STREET SOUTH PERTH WESTERN AUSTRALIA 6151 PO BOX 742 SOUTH PERTH WESTERN AUSTRALIA 6951 TELEPHONE: (61 8) 9368 1200 FACSIMILE: (61 8) 9474 1333 WEBSITE: www.brightonmininggroup.com.au 4 February 2014 Market Announcements Office Australian Securities Exchange Level 4, 20 Bridge Street SYDNEY NSW 2000 Dear Sir/Madam TAKEOVER OFFER BY BRIGHTON MINING GROUP LIMITED FOR ASIA MINERALS CORPORATION LIMITED In accordance with item 5 of section 633 of the Corporations Act 2001 (Cth), we attach a copy of a bidder’s statement prepared by Brighton Mining Group Limited (ACN 140 818 686) (BTN) in relation to its off-market takeover offer for all the ordinary shares in Asia Minerals Corporation Limited (ACN 146 588 507) (AMC), together with an off-market takeover offer for all the options in AMC (together Offers), dated 4 February 2014 (Bidder’s Statement). The Bidder’s Statement sets out all the terms of BTN’s offers. Accordingly, no separate offer document has been prepared by BTN. A copy of the Bidder’s Statement has today been lodged with the Australian Securities and Investment Commission and served on AMC. Yours faithfully __________________________________ Jonathan Remta (Managing Director) Encl For personal use only
Transcript
BRIGHTON MINING GROUP LIMITED ACN 140818686
18 LYALL STREET SOUTH PERTH WESTERN AUSTRALIA 6151 PO BOX 742 SOUTH PERTH WESTERN AUSTRALIA 6951
Market Announcements Office Australian Securities Exchange Level 4, 20 Bridge Street SYDNEY NSW 2000
Dear Sir/Madam
TAKEOVER OFFER BY BRIGHTON MINING GROUP LIMITED FOR ASIA MINERALS CORPORATION LIMITED
In accordance with item 5 of section 633 of the Corporations Act 2001 (Cth), we attach a copy of a bidder’s statement prepared by Brighton Mining Group Limited (ACN 140 818 686) (BTN) in relation to its off-market takeover offer for all the ordinary shares in Asia Minerals Corporation Limited (ACN 146 588 507) (AMC), together with an off-market takeover offer for all the options in AMC (together Offers), dated 4 February 2014 (Bidder’s Statement).
The Bidder’s Statement sets out all the terms of BTN’s offers. Accordingly, no separate offer document has been prepared by BTN.
A copy of the Bidder’s Statement has today been lodged with the Australian Securities and Investment Commission and served on AMC.
Yours faithfully
__________________________________
Jonathan Remta (Managing Director)
Encl
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THIS IS AN IMPORTANT DOCUMENT WHICH YOU SHOULD READ CAREFULLY. IF YOU ARE IN ANY DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONSULT YOUR FINANCIAL OR OTHER PROFESSIONAL ADVISER.
BRIGHTON MINING GROUP LIMITED
(ABN 83 140 818 686)
Bidder’s Statement
in relation to the Offers by Brighton Mining Group Limited to acquire ALL of your ordinary shares and options in
ASIA MINERALS CORPORATION LIMITED
(ABN 34 146 588 507)
Consideration offered is: twenty three (23) BTN Shares for every one (1) AMC Share you own, together with one
(1) free attaching BTN Consideration Option for every two (2) BTN Shares so issued under the Share Offer1
AND
one (1) BTN Share for every ten (10) AMC Options you own under the Option Offer1
The Offers are dated 4 February 2014 and will close at 5.00pm (Perth time) on 31 March 2014, unless extended or withdrawn
1 The Offers are on a pre-Consolidation basis. BTN will seek approval to conduct a consolidation of its share and option capital at the BTN General Meeting on the basis of 1 BTN Share for every 20 BTN Shares held and 1 BTN Option for every 20 BTN Options held. On a post-Consolidation basis, the consideration to be paid under the Offers will be 1.15 BTN Shares and 0.575 BTN Consideration Options for every 1 AMC Share held and 1 BTN Share for every 200 AMC Options held.
17. DEFINITIONS AND INTERPRETATION ........................................................................... 87
ANNEXURE A – TERMS OF THE OFFERS ..................................................................................... 92
ANNEXURE B – BTN’S ASX ANNOUNCEMENTS ....................................................................... 104
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1. KEY DATES
Announcement of takeover bids to acquire AMC and BML by BTN
4 December 2013
Lodgement of this Bidder’s Statement with ASIC and dispatch to AMC
4 February 2014
Dispatch of this Bidder’s Statement to AMC Securityholders
4 February 2014
Lodgement of BTN Notice of Meeting with ASX* 18 February 2014
Dispatch of BTN Notice of Meeting* 25 February 2014
BTN General Meeting held* 27 March 2014
Offers Period ends (unless extended) 5.00pm (WST Time) 31 March 2014
*These dates are indicative only and are subject to change.
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2. IMPORTANT INFORMATION
Bidder’s Statement
This document (Bidder’s Statement), dated 4 February 2014, is issued by Brighton Mining Group Limited (ABN 83 140 818 686) under Part 6.5 of the Corporations Act in relation to off-market offers by BTN to acquire AMC Shares and AMC Options and sets out certain disclosures required by the Corporations Act.
A copy of this Bidder’s Statement was lodged with ASIC on 4 February 2014. ASIC takes no responsibility for the contents of this Bidder’s Statement.
Concurrent Offer to acquire Brighton Mining Limited
Running concurrently with the Offers, the Company is making a separate offer to acquire all of the shares in the unlisted Australian public company Brighton Mining Limited (BML) pursuant to a separate bidder’s statement, on the basis of five (5) BTN Shares and five (5) BTN Consideration Options for every three (3) BML Shares held pursuant to a separate bidder’s statement.
Investments Risks
There are a number of risks that may have a material impact on the value of the Offers, the future performance of the Merged Entity and the value of BTN Shares and BTN Consideration Options. These are described in Section 13 of this Bidder’s Statement.
Foreign Jurisdictions
The distribution of this document and the making of the Offers may be restricted by the laws or regulations of foreign jurisdictions. Persons who come into possession of this Bidder’s Statement should seek advice and observe these restrictions.
The Offers are not being made, directly or indirectly, in or into and will not be capable of acceptance from within any jurisdiction, if to do so would not be in compliance with the laws of that jurisdiction.
The entitlements of AMC Securityholders who are located in jurisdictions outside Australia and its external territories are set out in Section 15.11 of this Bidders Statement.
No action has been taken to register or qualify BTN or to otherwise permit the offering of BTN Securities outside Australia and its external territories.
This Bidder’s Statement has been prepared having regard to Australian disclosure requirements. These disclosure requirements may differ from those of other countries.
Notice to AMC Securityholders in Singapore
This Bidder’s Statement has not been lodged or registered with the Monetary Authority of Singapore (MAS). The MAS assumes no responsibility for the contents of this Bidder’s Statement. The MAS has not in any way considered the merits of the securities being offered pursuant to the Offers described in this Bidder’s Statement. This Bidder’s Statement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase of the Offer Consideration may not be circulated or distributed, nor may the Offer Consideration be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with the exemption under the Securities and Futures Act, Cap 289 (SFA). Any offer of securities under this Bidder’s
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Statement is not made to you with a view to the securities being subsequently offered for sale to any other party. You are advised to acquaint yourself with the SFA provisions relating to on-sale restrictions in Singapore and comply accordingly.
Disclaimer regarding forward looking statements
This Bidder’s Statement includes forward-looking statements that have been based on BTN’s current expectations and predictions about future events including BTN’s intentions (which include those set out in Section 11). These forward-looking statements are, however, subject to inherent risks, uncertainties and assumptions that could cause actual results, performance or achievements of BTN, AMC and/or the Merged Entity to differ materially from the expectations and predictions, expressed or implied, in such forward-looking statements. These factors include, among other things, those risks identified in Section 13.
None of BTN, its officers, nor persons named in this Bidder’s Statement with their consent or any person involved in the preparation of this Bidder’s Statement makes any representation or warranty (express or implied) as to the accuracy or likelihood of any forward looking statements. You are cautioned not to place reliance on these statements in the event that the outcome is not achieved. The forward looking statements in this Bidder’s Statement reflect views held only at the date of this Bidder’s Statement.
Value of BTN Shares and BTN Consideration Options
The implied value of the Offers will vary with the market price of the BTN Shares, the value of BTN Options and any corresponding effect on the value of the BTN Consideration Options. Further information on the implied value of the Offers is contained in this document.
In addition, all references to the implied value of the Offers are subject to the effects of rounding.
Number of BTN Shares and BTN Options – Pre-Consolidation
All references in this Bidder’s Statement to BTN Share and BTN Option numbers are stated on a pre-Consolidation basis (i.e. on the basis that the Consolidation has not yet been completed), unless stated otherwise.
Investment Advice
This Bidder’s Statement does not take into account the individual investment objectives, financial situation or particular needs of each AMC Securityholder (or any other person). You may wish to seek independent financial and taxation advice before making a decision as to whether or not to accept the Offers.
Privacy
BTN has collected your information from the registers of AMC for the purposes of making the Offers and administering your acceptance over your AMC Securities. BTN and its share registry may use your personal information in the course of making and implementing the Offers. BTN and its share registry may also disclose your personal information to their related bodies corporate and external service providers and may be required to disclose such information to regulators, such as ASIC. If you would like details of information about you held by BTN, please contact BTN at the address set out in the Corporate Directory Section.
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Defined Terms
A number of defined terms are used in this Bidder’s Statement. Unless expressly specified otherwise, defined terms have the meaning given in Section 17. In addition, unless the contrary intention appears or the context requires otherwise, words and phrases used in this Bidder’s Statement and defined in the Corporations Act have the same meaning and interpretation as in the Corporations Act.
Internet Sites
BTN maintains an internet site. The URL location for BTN is www.brightonmininggroup.com.au. Information contained in or otherwise accessible through this internet site is not part of this Bidder’s Statement. All references to this website in this Bidder’s Statement are for information purposes only.
Estimates and Assumptions
Unless otherwise indicated, all references to estimates, assumptions and derivations of the same in this Bidder’s Statement are references to estimates, assumptions and derivations of the same by BTN’s management. Management estimates reflect and are based on views as at the date of this Bidder’s Statement, and actual facts or outcomes may materially differ from those estimates or assumptions.
Effect of Rounding
Figures, amounts, percentages, prices, estimates, calculations of value and fractions in this Bidder’s Statement may be subject to the effect of rounding. Accordingly, the actual figures may vary from those included in this Bidder’s Statement.
Currencies
In this Bidder’s Statement, references to “Australian dollars”, “AUD”, “$”, “A$” or “cents” are to the lawful currency of Australia.
This Bidder’s Statement may contain conversions of relevant currencies to other currencies for convenience. These conversions should not be construed as representations that the relevant currency could be converted into the other currency at the rate used or at any other rate. Conversions that have been calculated at the date of this Bidder’s Statement (or any other relevant date) may not correspond to the amounts shown in the historic or future financial statements of BTN, BML, AMC or the Merged Entity in respect of which different exchange rates may have been, or may be, used.
Maps and diagrams
Any diagrams and maps appearing in this Bidder’s Statement are illustrative only and may not be drawn to scale. Unless stated otherwise, all data contained in charts, maps, graphs and tables is based on information available at the date of this Bidder’s Statement.
Queries
You should contact your legal, financial or professional advisor if you are unsure about how to deal with this Bidder’s Statement.
If you have any enquires about the Offers, BTN or BML, please contact BTN on +61 8 9368 1200 or your professional financial advisor. If you have any enquires about AMC, please contact Mr Laurence James Kiernan of Greenwich Equities Pty Ltd on +61 8 9286 4520.
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3. CHAIRMAN’S LETTER
4 February 2014
Dear AMC Securityholders
On behalf of Brighton Mining Group Limited (BTN), I am pleased to enclose offers to acquire all your shares and options in Asia Minerals Corporation Limited (AMC).
By accepting BTN’s offers, you will, subject to the terms and conditions of the Offers, receive:
(a) under the Share Offer: twenty three (23) BTN Shares for every one (1) AMC Share held, together with one (1) free attaching BTN Consideration Option for every two (2) BTN Shares so issued; and
(b) under the Option Offer: one (1) BTN Share for every ten (10) AMC Options held,
(Offers).
The terms and conditions of the Offers are explained further in Annexure A and include BTN obtaining the necessary approvals from BTN Shareholders for the performance of the transactions contemplated by the Offers and BTN being reinstated to the Official List of the ASX.
Running concurrently with the Offers, the Company is making a separate offer to acquire all of the shares in the unlisted Australian public company Brighton Mining Limited (BML) pursuant to a separate bidder’s statement, on the basis of five (5) BTN Shares and five (5) BTN Consideration Options for every three (3) BML Shares held.
On the basis of the acquisitions of all AMC Securities and all BML Shares (Acquisitions), which will involve a change in the nature and scale of the Company’s activities, the Company will be required to seek BTN Shareholder approval for the Acquisitions and will be required to recomply with ASX Listing Rules Chapters 1 and 2 (Recompliance). As a condition to the Recompliance, BTN must, among other things, implement a consolidation of its share and option capital. As such, at the BTN General Meeting, BTN Shareholder approval will be sought to consolidate BTN’s share and option capital on the basis of one (1) BTN Share for every twenty (20) BTN Shares held and one (1) BTN Option for every twenty (20) BTN Options held.
Additionally, concurrently with the Acquisitions and post-Consolidation and in order to satisfy one of the requirements of the Recompliance, the Company intends to undertake a capital raising by the issue of up to 25,000,000 BTN Shares, at an issue price of $0.20, together with one free attaching option (on the same terms and conditions as the BTN Consideration Options) for every 2 BTN Shares so issued to raise up to $5,000,000. The Capital Raising will be undertaken by way of a prospectus that will also satisfy the requirements of the Recompliance.
The Directors are of the opinion that the merger of BTN and AMC and of BTN and BML and the sole focus of the companies on their respective Cambodian and Indonesian assets, as relevant to each company, may bring greater returns to investors and stakeholders.
Each merger will lead to a strengthening and simplification of the current management arrangements and should achieve cost savings by reducing corporate overheads, while AMC Securityholders who accept the Offers will maintain an exposure to AMC’s assets and gain exposure to the potential upside of greater liquidity through being able to trade BTN Shares and BTN Consideration Options on the ASX.
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Additionally, if and when BTN acquires a Relevant Interest in 50% of the AMC Shares, BTN will invite three current directors of AMC onto the board of BTN. This will further strengthen the Board and management team ensuring that the Company is well equipped to pursue and deliver strategy and plans going forward.
I encourage you to read this important document carefully, including the risk factors set out in Section 13. The Offers are open for your acceptance until 5.00 pm (Perth Time) on 31 March 2014, unless extended. If you wish to accept the Share, Option or both, Offers, you should follow the instructions on the relevant Acceptance Form enclosed.
Yours sincerely
Peter Remta Chairman Brighton Mining Group Limited
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4. CORPORATE DIRECTORY
Current Directors
Peter Remta Non–Executive Chairman Jonathan Remta Managing Director Kim Thomas Non-Executive Director Company Secretary
Michael Cooper
Registered Office
18 Lyall Street South Perth WA 6151 Telephone: +61 8 9368 1200 Facsimile: +61 8 9474 1333 Email: [email protected] Website: www.brightonmininggroup.com.au
Stantons International Audit and Consulting Pty Ltd (Trading as Stantons International) Level 2, 1 Walker Avenue West Perth WA 6005
* This entity is included for information purposes only. It has not been involved in the preparation of this Bidder’s Statement.
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5. INVESTMENT OVERVIEW
The information in this Section is intended to provide an overview of BTN, the Offers that BTN is making for your AMC Shares and AMC Options and the risks you should consider.
The information in this Section 5 is not intended to be comprehensive and should be read in conjunction with the detailed information contained in this Bidder’s Statement.
As noted in the Chairman’s letter in Section 3, and running concurrently with the Offers, the Company is making a separate offer to acquire all of the shares in Brighton Mining Limited (BML) under a separate bidder’s statement, on the basis of five (5) BTN Shares and five (5) BTN Consideration Options for every three (3) BML Shares held. You should note that the Offers to acquire your AMC Securities are not conditional on the Company’s offer to purchase BML. For further details of BML, the Merged Entity and BTN’s intentions in respect of both AMC and BML, please refer to Sections 9, 10 and 11 respectively.
Part A of this Investment Overview deals with the Offers. Part B deals with BTN, its business and assets and BTN securities. Part C deals with risks relating to BTN, AMC, the Offers and the Merged Entity. Part D deals with other relevant questions.
5.1 PART A – OVERVIEW OF THE OFFERS
No. Question Answer Further information
1. What is BTN offering to buy?
BTN is offering to buy all AMC Securities on the terms set out in this Bidder’s Statement.
You may only accept the Share Offer in respect of all the AMC Shares held by you and you may only accept the Option Offer in respect of all the AMC Options held by you.
Annexure A contains the full terms of the Offers and the Conditions. The answers to questions 2 to 5 in Part A and in Parts C and D explain other aspects of the Offers.
2. How long will the Offers remain open?
The Offers open on 4 February 2014. Unless withdrawn or extended in accordance with the Corporations Act, the Offers are scheduled to close at 5:00 pm (Perth Time) on 31 March 2014.
3. What will you receive if you accept the Offers?
If you accept the Share Offer, subject to satisfaction of the Conditions of the Offers, you will receive twenty three (23) BTN Shares for every one (1) AMC Share held by you, together with one (1) BTN Consideration Option for every two (2) BTN Shares so issued.
If you accept the Option Offer, subject to satisfaction of the Conditions of the Offers, you will
Annexure A contains full terms of the Offers and the Conditions. The answer to question 8 in Part D summarises the Conditions.
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receive one (1) BTN Share for every ten (10) AMC Options held by you.
If you accept the Share or Option Offer and you are an Ineligible Foreign Securityholder, you will not be entitled to receive BTN Securities as consideration for your AMC Shares or BTN Shares as consideration for your AMC Options. In these circumstances, the BTN Securities which would otherwise have been issued to you will instead be issued to the Sale Nominee who will sell those BTN Securities and remit the sale proceeds (less any transaction costs) to you by cheque in Australian dollars. See Section 15.11 for further details.
4. What will the consideration become on a post-Consolidation basis?
The Company will seek approval to conduct a consolidation of its share and option capital at the BTN General Meeting on the basis of 1 BTN Share for every 20 BTN Shares held and 1 BTN Option for every 20 BTN Options held.
Accordingly, on a post-Consolidation basis, the consideration to be paid under the Share Offer will be 1.15 BTN Shares and 0.575 BTN Consideration Options for every 1 AMC Share held.
On a post-Consolidation basis, the consideration to be paid under the Option Offer will be 1 BTN Share for every 200 AMC Options held.
5. What is the value of the Offers?
The implied value of the Offers is $0.33212 per AMC Share2 and $0.001 per AMC Option2. The value of the Offers may change as a consequence of changes in the market price of BTN Shares and consequent changes to the value of BTN Consideration Options.
Section 15.6 of this Bidder’s Statement provides further information in respect of the implied value of the Offers.
The answers to questions 1 to 7 of
2 Based on the closing share price of BTN Shares of $0.01 as at 3 December 2013, the last trading day prior to the Announcement Date and a Black and Scholes valuation of the BTN Consideration Options, as set out in Section 7.11. As the consideration offered comprises BTN Shares and BTN Consideration Options (in respect of the AMC Shares) or just BTN Shares (in respect of the AMC Options), the value of the consideration will vary with the market price of BTN Shares and consequent changes to the value of BTN Consideration Options (in respect of the AMC Shares) and the market price of BTN Shares (in respect of the AMC Options).
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Part A, Parts B and C of this Bidder’s Statement contain more information about BTN, its business and assets and the risks that may apply to BTN.
Section 6 of this Bidder’s Statement contains the view of BTN as to why they think you should accept the Offers.
5.2 PART B – OVERVIEW OF BTN
No. Question Answer Further information
1. Who is BTN? BTN is an Australian incorporated company listed on the Official List of the ASX (ASX Code: BTN).
Sections 7, 11, 13 and 14 of this Bidder’s Statement contain more information about BTN and its assets and financial position, details of BTN securities currently on issue and the risks that may apply to BTN.
2. Will my new BTN Shares and BTN Consideration Options be listed on ASX?
Within 7 days of the date of this Bidder’s Statement, BTN will apply to the ASX for quotation of the new BTN Shares and BTN Consideration Options on ASX. Quotation of the new BTN Securities will be dependent on ASX exercising its discretion to admit them to quotation on ASX. BTN is already admitted to the Official List of ASX and BTN Shares in the same class as the new BTN Shares are already quoted. The BTN Consideration Options will be a new class of quoted securities and, as such, BTN will need to satisfy certain criteria to have those BTN Consideration Options quoted. Quotation of the new BTN Securities will also depend on the Company recomplying with Chapters 1 and 2 of the ASX Listing
Section 7.13 of this Bidder’s Statement contains more information in relation to the admission of the BTN Securities to the Official List of ASX.
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Rules.
3. What rights and liabilities will attach to my new BTN Shares?
The new BTN Shares issued under the Offers will be issued fully paid and will from the time of issue rank equally with existing BTN Shares.
AMC Shareholders should note that ASX may impose trading restrictions on the BTN Securities they are issued under the Offers. Such trading restrictions will be based on the difference between an escrow value amount to be set by ASX (anticipated to be $0.23 per AMC Share) and the cash AMC Shareholders actually paid for each of their AMC Shares.
AMC Securityholders should note that by completing and returning the enclosed Acceptance Form they will agree to any trading restrictions that ASX imposes on the BTN Securities they are issued and will appoint the Company as their attorney to execute on their behalf any restriction agreements required by ASX.
Section 7.15 of this Bidder’s Statement contains more information about the rights and liabilities attaching to BTN Shares.
4. What rights and liabilities will attach to my new BTN Consideration Options?
The BTN Consideration Options will be issued on the terms and conditions set out in Section 7.16.
Section 7.16 of this Bidder’s Statement contains more information about the terms and conditions of the BTN Consideration Options.
5. Who are the BTN Directors and what experience do they have?
The Directors of BTN are:
(a) Peter Remta – Non–Executive Chairman;
(b) Jonathan Remta – Managing Director; and
(c) Kim Thomas – Non-Executive Director.
All of the Directors of BTN are considered to be independent for the purposes of the Offers.
The Directors of BTN have experience in the exploration for, development of and operation of mining projects.
Additionally, if and when BTN acquires a Relevant Interest in 50% of the AMC Shares, BTN will invite three current directors of AMC onto the board of BTN.
Section 7.3 of this Bidder’s Statement contains further information in relation to the expertise of the BTN Directors.
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6. Do the Directors of BTN have any securities in, or potential conflicts of interest in relation to AMC?
Peter Remta is the Executive Chairman of Gulf Mines Limited, a company which holds a shareholding interest of 13% in AMC.
Section 15.6 of this Bidder’s Statement contains further information in relation to the shareholdings of the Directors of BTN in AMC.
7. Do the BTN Directors and management have any interest in BTN securities?
The Directors of BTN have the interests in BTN securities set out in Section 7.18.
Section 7.18 of this Bidder’s Statement contains further information in relation to the interests of the Directors of BTN.
8. Who are the Independent Directors?
All of the Directors of BTN are independent and have resolved to make the Offers to AMC Securityholders.
5.3 PART C – OVERVIEW OF RISKS
No. Question Answer Further information
1. Are there risks if I accept the Offers?
Yes, if you accept either the Share or Option Offer, and it becomes unconditional, you will be issued new BTN Shares and BTN Consideration Options (in the case of the Share Offer) or BTN Shares (in the case of the Option Offer) and BTN will acquire an interest in AMC. There are risks in holding BTN Shares and BTN Consideration Options.
The financial and operational performance of BTN’s business, and the value and trading prices for BTN Shares (which will determine whether the BTN Consideration Options may be exercised) (including in relation to the Merged Entity) will be influenced by a range of risks. Many of these risks are beyond the control of BTN’s Board and management.
Section 13 of this Bidder’s Statement provides a detailed explanation of these risks. Specifically it deals with:
(a) risks relating to the Offers; and
(b) risks that relate to BTN and AMC (and, if relevant, BML) as the Merged Entity.
Section 13 of this Bidder’s Statement contains full details in respect of each of the risks.
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5.4 PART D – OTHER RELEVANT QUESTIONS
No. Question Answer Further information
1. Can the Offers Period be extended?
The Offers Period can be extended at BTN’s election, up to a maximum Offers Period of 12 months. AMC Securityholders will be provided with written notice of any extension, and the extension will be announced to ASX.
2. What choices do I have as an AMC Shareholder or Optionholder?
As an AMC Shareholder, you have the following choices in respect of your AMC Shares:
(a) accept the Share Offer;
(b) sell your AMC Shares, but as AMC Shares are not listed on any securities exchange, this may be difficult for you to do; or
(c) do nothing.
As an AMC Optionholder, you have the following choices in respect of your AMC Options:
(a) accept the Option Offer;
(b) exercise your AMC Options into AMC Shares and accept the Share Offer in respect of the resultant AMC Shares or sell those AMC Shares; or
(c) do nothing.
3. How do I accept the Offers?
To accept the Offers, you should follow the instructions set out in this Bidder’s Statement and in the enclosed Acceptance Form.
See your Acceptance Form enclosed with this Bidder’s Statement and Annexure A for further information.
4. If I accept the Offers can I withdraw my acceptance?
You cannot withdraw or revoke your acceptance unless a withdrawal right arises under the Corporations Act. A withdrawal right will arise if, after you have accepted the Share or Option Offer, BTN varies the Offers in a way that postpones for more than 1 month the time that BTN has to meet its obligations under the Offers (for example, if BTN extends the Offers for more than 1 month while the Offers remain subject to any of the Conditions).
Annexure A of this Bidder’s Statement contains more information as to the limited circumstances in which you may be able to revoke or withdraw your acceptance.
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5. When will you receive your consideration?
If you accept the Offers, BTN will issue you BTN Shares and BTN Consideration Options as consideration for your AMC Shares or BTN Shares as consideration for your AMC Options on or before the earlier of:
(a) one month after you have validly accepted the Offers or the contract resulting from their acceptance becomes unconditional (whichever is later); and
(b) 21 days after the end of the Offers Period.
If you accept the Share or Option Offer and you are an Ineligible Foreign Securityholder, you will not be entitled to receive BTN Shares and BTN Consideration Options as consideration for AMC Shares held by you or BTN Shares as consideration for AMC Options held by you pursuant to the Offers. You will instead receive proceeds of sale of those BTN Securities as set out in Section 15.11.
Annexure A of this Bidder’s Statement contains more information as to when your new BTN Shares and BTN Consideration Options will be issued to you.
6. Will I need to pay any transaction costs if I accept the Offers?
You will not incur any brokerage fees or be obliged to pay stamp duty or GST in connection with your acceptance of the Offers.
Annexure A of this Bidder’s Statement contains the full terms of the Offers and Conditions. See also the instructions on the Acceptance Form enclosed with this Bidder’s Statement.
7. What happens if I do not accept the Offers?
Subject to the explanation below, you will remain a shareholder of AMC and will not receive the Offer Consideration.
If you do not accept the Share Offer, BTN acquires a Relevant Interest in at least 90% of AMC Shares and the conditions of the Share Offer are satisfied or waived, BTN intends to proceed to compulsorily acquire the outstanding AMC Shares.
If you do not accept the Option Offer, BTN acquires a Relevant Interest in at least 90% of AMC
Section 11 of this Bidder’s Statement provides more information regarding BTN’s intentions if it acquires a Relevant Interest in at least 90% of the AMC Shares or the AMC Options.
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Options and the conditions of the Option Offer are satisfied or waived, BTN intends to proceed to compulsorily acquire the outstanding AMC Options.
If the AMC Shares or AMC Options are compulsorily acquired, you will be invited to claim the Offer Consideration. Therefore, accepting the Offers will result in you receiving your Offer Consideration sooner, rather than having your AMC Shares and AMC Options compulsorily acquired.
If the Offers become or are declared unconditional but BTN does not become entitled to compulsorily acquire your AMC Shares and AMC Options under the Corporations Act, unless you sell your AMC Shares or AMC Options, you will remain an AMC Securityholder.
In these circumstances and, depending on the number of AMC Securities acquired by BTN, you may be a minority AMC Securityholder in what will be a less liquid stock as AMC will not be listed on the ASX.
8. Are there conditions to the Offers?
The Offers are subject to the Conditions set out in Section 1.9 of Annexure A, being:
(a) BTN obtaining all necessary regulatory approvals pursuant to the ASX Listing Rules, Corporations Act or any other law necessary to complete the Offers and the BML Offer, including BTN receiving written confirmation that ASX will re-admit BTN to the Official List of the ASX and terminate the suspension from official quotation of BTN Securities, subject to the satisfaction of such terms and conditions (if any) as are prescribed by ASX or the ASX Listing Rules; and
(b) BTN obtaining the BTN Shareholder Resolutions in accordance with the
Annexure A to this Bidder’s Statement sets out the Conditions in full.
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Corporations Act and ASX Listing Rules before the end of the Offers Period.
9. What if the Conditions are not satisfied or waived?
If the Offers close and the Conditions are not satisfied or waived, the Offers will lapse, and your acceptance will be void. In other words, you will continue to hold your AMC Shares and AMC Options (unless you otherwise sell them). BTN will announce whether the Conditions have been satisfied or waived during the Offers Period in accordance with its obligations under the Corporations Act.
Annexure A to this Bidder’s Statement sets out further information.
10. What happens if BTN improves the Offer Consideration?
If BTN improves the Offer Consideration, all the AMC Securityholders who accept the Offers (whether or not they have accepted the Offers before or after such improvement), will be entitled to the benefit of the improved Offer Consideration, should the Offers become or be declared unconditional.
Annexure A to this Bidder’s Statement sets out further information.
11. What are the tax implications of accepting the Offers?
A general summary of the Australian tax consequences for AMC Securityholders who accept the Offers is set out in Section 12. This summary is expressed in general terms only and is not intended to provide taxation advice for your specific circumstances. AMC Securityholders should seek their own taxation advice in relation to the Offers.
Section 12 of this Bidder’s Statement sets out further information.
12. What payments will be made in conjunction with the Offers?
Several fees are payable in conjunction with the Offers, including:
(a) a fee of 50,000,000 BTN Shares and 50,000,000 BTN Options (on the same conditions as the BTN Consideration Options) will be issued to Laurence James Kiernan for strategic advice given in respect of the Offers pursuant to the Greenwich Mandate; and
(b) a corporate advisory fee of $5,000 per month will be paid to Greenwich
Sections 14 and 15.6 of this Bidder’s Statement set out further information.
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pursuant to the Greenwich Mandate for a period of 12 months.
There are also fees payable in respect of the Capital Raising which are set out at Section 7.6.
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6. WHY YOU SHOULD ACCEPT THE OFFERS
BTN believes you should ACCEPT the Offers for the following reasons:
1. As BTN is an ASX listed entity, BTN Shares and BTN Consideration Options issued in consideration for AMC Shares and AMC Options (including upon exercise of any BTN Consideration Options issued) will effectively have greater liquidity if the Offers are successful
2. Greater access to funding for current projects and growth opportunities
3. The Merged Entity will have a strong board and management team that can deliver strategy and growth going forward
4. Potential access to capital gains tax relief
The above is only a headline summary of some of the reasons why you should accept the Offers. Each of the reasons is explained below.
Detailed reasons why you should ACCEPT the Offers
6.1 As BTN is an ASX listed entity, BTN Shares and BTN Consideration Options issued in consideration for AMC Shares and AMC Options (including upon exercise of BTN Consideration Options issued) will effectively have greater liquidity if the Offers are successful
As AMC is an unlisted public company, AMC Shareholders are not able to trade their AMC Shares freely. AMC Securityholders who accept the Offers will become shareholders and, if relevant, optionholders of BTN, an ASX listed company, after the Offers become unconditional and the BTN Shares and BTN Consideration Options have been issued to them. They are therefore expected to benefit from the greater liquidity of being able to trade their shares in an open market.
6.2 Greater access to funding for current projects and growth opportunities
As noted above, as a result of accepting the Offers and the Offers becoming unconditional or all of the Conditions being satisfied, AMC Securityholders will become shareholders and optionholders of BTN, an ASX listed company and BTN will acquire a shareholding in AMC. If the Company acquires more than a 50% shareholding in AMC and AMC thereby becomes a subsidiary of BTN, an ASX listed company, AMC will have greater opportunities to raise further funds to continue and advance the development of its projects and to explore further growth opportunities.
6.3 The Merged Entity will have a strong board and management team that can deliver strategy and growth going forward
The board of the Merged Entity will initially comprise the current board of the Company. Additionally, if and when BTN acquires a Relevant Interest in 50% of the AMC Shares, BTN will invite three current directors of AMC onto the board of BTN. This will further strengthen the Board and management team ensuring that the Company is well equipped to pursue and deliver strategy and plans going forward.
6.4 Potential access to capital gains tax relief
AMC Shareholders and Optionholders may have access to scrip for scrip rollover relief, in which case they will not incur capital gains tax (CGT) as a result of accepting the Offers. If, as a result of the Offers, BTN becomes the holder of 80%
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or more of the voting shares in AMC, AMC Shareholders and Optionholders who would otherwise make a capital gain from the disposal of their AMC Shares or AMC Options pursuant to the Offers, may be able to choose to obtain full scrip for scrip rollover relief. If scrip for scrip rollover relief is available and is chosen by AMC Shareholders and Optionholders who would otherwise have made a capital gain on the disposal of their AMC Shares and AMC Options under the Offers, all of the capital gain from the disposal may be disregarded. However, AMC Shareholders and Optionholders may be subject to capital gains tax as a result of a later taxable event (such as a disposal) happening to the BTN Shares or BTN Consideration Options received as consideration under the Offers or BTN Shares received upon exercise of the BTN Consideration Options received as consideration under the Offers. Please refer to Section 12 for more information.
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7. PROFILE OF BRIGHTON MINING GROUP LIMITED
7.1 Overview of BTN
The Company was admitted to the Official List of Australian Securities Exchange in October 2010 and has since continued with its original principal activity of gold exploration in Cambodia.
The Company has a 70% shareholding interest in Sun Hill Minerals Co Limited (Sun Hill) which is a Cambodian registered corporation.
Sun Hill holds the Antrong Gold Project Exploration Licence located in the Mondulkiri Province of Cambodia which comprises three concession areas known as Antrong, Ropoah and Kang Roland North. Please refer to Section 13.3(a) for details of the status of the Licence.
The Antrong Gold Project adjoins the Okvau gold project held by Renaissance Minerals Limited.
Further information is available on the Company’s website (www.brightonmininggroup.com.au) or on the Company’s ASX announcements platform.
7.2 Corporate Information
BTN was registered as a public company in Western Australia on 27 November 2009 under the Corporations Act. In October 2010, BTN was admitted to the Official List of ASX.
The corporate structure of BTN is shown in the diagram below.
The remaining 30% shareholding in Sun Hill is held by Sun International Investment Co Ltd and Union Resource Investment Group Co Ltd as to 7% and 13% respectively and 10% by Brighton Minerals Pty Ltd (BMPL) which is a company associated with Jonathan Remta, a Director. Please refer to Section 14.4 for details of the deferred consideration payable by BTN in respect of the purchase of its shareholding interest in Sun Hill.
7.3 Directors and key personnel of BTN
Details of the responsibilities and experience of the BTN Directors (as at the date of this Bidder’s Statement) are set out in BTN’s 2013 Annual Financial Report, a
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copy of which is available on request or from BTN’s website www.brightonmininggroup.com.au.
A brief summary of the BTN Board and key personnel, as at the date of this Bidder’s Statement, is set out below.
Peter Remta – Non–Executive Chairman
Peter Remta is a company director and corporate lawyer with over 30 years experience in the mining industry through directorships in a number of stock exchange listed companies.
In addition he is a visiting professor at Guizhou University in China.
Mr Remta’s other corporate and business activities do not interfere with his ability to perform his duties as Non-Executive Chairman of the Company.
Jonathan Remta – Managing Director
Jonathan Remta has gained his corporate and commercial expertise from his background as a stockbroker and corporate adviser, with several years of experience working directly for and with mining exploration companies. This included tenement management, arranging and implementing exploration programs with field work and overall company and corporate administration.
The most important experience he has brought to the Company is his hands on approach and he has been the main person in taking the Company from an idea to a listed public mining company with a strong presence and concession holding in Cambodia. He has vast knowledge of Cambodia and his connections in that country will enable the Company to be well placed for the exploitation and development of the Company's projects.
Mr Remta controls BMPL, a company that initially acquired an 80% shareholding in Sun Hill on its formation. BMPL sold 70% of its shareholding in Sun Hill to the Company as part of its listing on ASX in October 2010 and retained the remaining 10% in trust for various business associates of Jonathan Remta in Cambodia. Mr Remta remains in control of BMPL through his directorship of that company.
Jonathan Remta is a graduate in Commerce from Curtin University WA, with a major in financial institutions law. He is also a member of the Securities Institute of Australia.
Mr Remta’s other corporate and business activities do not interfere with his ability to perform his duties as the Managing Director of the Company.
Kim Thomas – Non-Executive Director
Kim Thomas has been involved in the securities industry for more than 40 years. He was a member of the Stock Exchange from 1974, initially of the Stock Exchange of Perth and then ASX Limited.
During that time, he has been a partner and director of a number of stockbroking firms and is currently a Director, Private Clients at Patersons Securities Limited.
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Mr Thomas’ other corporate and business activities do not interfere with his ability to perform his duties as a Non-Executive Director of the Company.
7.4 Overview of BTN’s Activities
This Section contains a summary of BTN’s activities. Further information can be found on BTN’s website, www.brightonmininggroup.com.au.
BTN is a junior exploration company which is concentrating on exploring and advancing its projects in Cambodia, initially based on the Antrong project area, for both gold and base metals. The Company has a 70% shareholding interest in Sun Hill.
The Antrong project of 215.5 square kilometres is made up of three concession areas and is located in the gold-rich province of Mondulkiri in eastern Cambodia which also hosts the Okvau project operated by Renaissance Minerals Limited. The Antrong project is considered to have a comparable geology and mineralization to the Okvau deposit.
BTN has already expended approximately $2.7 million on aggressive exploration and development of the Antrong project including 1,885 metres of drilling in 22 holes, mapping, auger drilling, soil and rock chip sampling, satellite imagery, trenching, stream sediment sampling and metallurgical test assessments.
BTN believes that based on the work and results to date, the success of artisan miners in the past, the length and width of the gold bearing strikes and the high-grade gold hosting ore, the Antrong project has the potential for economic discoveries.
7.5 Capital Raising
Concurrently with the Acquisitions and post-Consolidation and in order to satisfy one of the requirements of the Recompliance, the Company intends to undertake a capital raising by the issue of up to 25,000,000 BTN Shares, at $0.20 per BTN Share together with one free attaching option (on the same terms and conditions as the BTN Consideration Options) for every 2 BTN Shares so issued, to raise up to $5,000,000 (Capital Raising).
The Company will undertake the Capital Raising by way of a prospectus which will also satisfy the Recompliance. The Company intends to use the capital raised by it under the Capital Raising for the following purposes:
(a) satisfy the $3,000,000 net tangible assets test requirement of the Recompliance;
(b) the development and extension of the manganese project in West Timor operated by AMC through its subsidiary of PT Asia Mangan Grup;
(c) additional exploration and development for commercial mining of the Cambodian gold project areas held by Sun Hill and Summer Gold;
(d) repayment of loans;
(e) the acquisition of any other projects or interests considered to be beneficial to the growth of the Company as a mining house; and
(f) general working capital
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This is a statement of current intentions as of the date of this Bidder’s Statement. As with any statement of current intentions, intervening events (including exploration success or failure) and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way funds are applied on this basis.
7.6 Further Information
BTN is a listed disclosing entity for the purposes of the Corporations Act and as such is subject to regular reporting and disclosure obligations. BTN is subject to the ASX Listing Rules, which require continuous disclosure of any information BTN has concerning itself that a reasonable person would expect to have a material effect on the price or value or its securities.
ASX maintains files containing publicly disclosed information about all listed companies. BTN’s file is available for inspection at ASX during normal business hours or through the Company’s announcements platform on the ASX’s website.
BTN is also required to lodge various documents with ASIC. Copies of documents lodged with ASIC by BTN may be obtained from, or inspected at, an ASIC office or through the ASIC website.
On request to BTN and free of charge, AMC Securityholders may obtain a copy of:
(a) the annual financial report of BTN for the year ended 30 June 2013 (being the annual financial report most recently lodged with ASIC and the ASX before lodgement of this Bidder’s Statement with ASIC);
(b) any half-year financial report lodged with ASIC and the ASX by BTN after the lodgement of the 2013 annual financial report referred to above and before lodgement of this Bidder’s Statement with ASIC; and
(c) any continuous disclosure notice given to ASX by BTN since the lodgement with ASIC of the 2013 annual financial report for BTN referred to above and before lodgement of this Bidder’s Statement with ASIC.
A list of the announcements the Company has lodged with ASX since 1 July 2013 is set out in Annexure B to this Bidder’s Statement.
A substantial amount of information about BTN is available in electronic form from www.brightonmininggroup.com.au and on the ASX website.
7.7 Capital structure
As at the date of this Bidder’s Statement, BTN has the following securities on issue:
Shares1 Number
Current (assuming no options are exercised or other shares issued)
76,196,808
TOTAL 76,196,808
Options
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Unlisted Options exercisable at $0.20 expiring 30 June 2014
27,150,000
Unlisted Options exercisable at $0.286 expiring 2 May 2015
1,500,000
TOTAL 28,650,000
Notes:
1. The rights attaching to the BTN Shares are summarised in Section 7.15 of this Bidder’s Statement.
7.8 Financial Performance
(a) Basis of Presentation of Historical Financial Information
The historical financial information below relates to BTN on a stand-alone basis and accordingly does not reflect any impact of the Offers or the BML Offer. It is a summary only and the full financial accounts of BTN for the financial period described below are available in BTN’s annual reports for the years ending 30 June 2011, 30 June 2012 and 30 June 2013. Copies of these annual reports are available at www.brightonmininggroup.com.au and also the ASX website.
(b) Historical Financial Information of BTN
(i) Consolidated Statement of Financial Position
The historical consolidated statements of financial position of BTN are set out below and have been extracted from the audited consolidated statements of financial position for the financial years ending 30 June 2011, 30 June 2012 and 30 June 2013, being each of the audited consolidated statements of financial position prior to the date of this Bidder’s Statement. The unaudited management accounts for the financial year ending 31 December 2013 are also included.
(ii) Consolidated Statement of Comprehensive Income
The historical consolidated statements of comprehensive income of BTN are set out below and have been extracted from the audited consolidated statements of comprehensive income for the financial years ending 30 June 2011, 30 June 2012 and 30 June 2013, being each of the audited financial statements prior to the date of this Bidder’s Statement. The unaudited management accounts for the financial year ending 31 December 2013 are also included.
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BTN CONSOLIDATED STATEMENT OF FINANCIAL POSITION
31 December
2013 2013 2012 2011
$ $ $ $ Current Assets
Cash and cash equivalents - 2,780 1,865 6,493 Other receivables 117,978 111,395 83,458 82,400 Other current assets 30,257 30,257 30,257 179,610 Prepayments - - - 7,872
Total Current Assets 148,235 144,432 115,580 276,375
Non-Current Assets Trade and other receivables 45,753 44,397 45,959 25,344 Property, plant and equipment
1,865 8,758 25,591 42,719
Exploration & evaluation expenditure
5,875,614 5,858,246 5,529,600 5,508,539
Total Non-Current Assets
5,923,232 5,911,401 5,601,150 5,576,602
Total Assets 6,071,467 6,055,833 5,716,730 5,852,977
Total Equity 3,251,863 3,598,816 4,438,736 5,690,046
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BTN CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
31
December 2013
2013 2012 2011
$ $ $ $ Revenue
Other income - - - 1,059,278 Finance Income - - 45,500 102,935 Exploration and evaluation expenditure
(75,405) (173,720) (549,473) (823,342)
Corporate and administrative expenses
(225,427) (909,553) (782,442) (1,036,472)
Finance costs
(107,354) (193,775) (59,165) (467,459) Provision for doubtful debts - - - (100,259) Loss before income tax (408,186) (1,277,048) (1,345,580) (1,265,319)
Income tax expense - - - -
Loss for the year (408,186) (1,277,048) (1,345,580) (1,265,319)
Other comprehensive income Change in fair value of available for sale financial assets
(687) - 274 (275)
Gains on foreign exchange movement
- 32,403 18,996 (41,483)
Total comprehensive loss for the year (408,873) (1,244,645) (1,326,310) (1,307,077)
Loss for the year attributable to:
Members of the parent entity (377,597) (1,188,257) (1,164,873) (981,442) Non-controlling interest (30,589) (88,791) (180,707) (283,877)
(408,186) (1,277,048) (1,345,580) (1,265,319) Total comprehensive loss for the year attributable to:
Members of the parent entity (378,284) (1,155,854) (1,145,603) (1,023,200) Non-controlling interest (30,589) (88,791) (180,707) (283,877)
BTN’s future financial performance is dependent on a range of factors, many of which are beyond BTN’s control. Accordingly, BTN’s Directors have concluded that forecast financial information would be misleading to provide, as a reasonable basis does not exist for providing forecasts that would be sufficiently meaningful and reliable as required by applicable Australian law, policy and market practice.
Further information is available on BTN’s financial performance from its financial reports. Copies of these reports are available from BTN’s
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website www.brightonmininggroup.com.au or on the Company’s ASX announcements platform.
(d) Material changes in BTN’s financial net asset position since last
published accounts
No material changes have occurred in BTN’s financial net asset position since the Annual Report dated 30 June 2013.
7.9 Corporate Governance
The BTN Board seeks, where appropriate, to provide accountability levels that meet or exceed the ASX Corporate Governance Council’s Principles and Recommendations with 2010 amendments.
Details on BTN’s corporate governance procedures, policies and practices can be obtained from page 58 of BTN’s 2013 annual report, which can be obtained from www.brightonmininggroup.com.au or on the Company’s ASX announcements platform.
7.10 Recent Performance of BTN Shares
Set out below is a table showing relevant trading prices of BTN Shares on ASX:
Comparative trading period Price of BTN Shares
Highest trading price on 5 December 2013 in the 4 months prior to the date this Bidder’s Statement was lodged with ASIC
$0.01
Lowest trading price on 16 October 2013 in the 4 months prior to the date this Bidder’s Statement was lodged with ASIC
$0.009
Closing trading price on the last trading day before the date BTN announced the Offers
$0.01
Last available closing sale price of BTN Shares (as at 3 February 2014) on ASX prior to the date this Bidder’s Statement was lodged with ASIC
$0.01
One month volume weighted average price of BTN Shares before the Announcement Date
$0.01
7.11 BTN Consideration Options Valuation
Using the Black & Scholes option model and based on the assumptions set out below, each BTN Consideration Option has been ascribed a value of $0.00888.
Assumptions:
Valuation date 29 January 2014
Market price of Shares 1 cent
Exercise price 1 cent
Expiry date (length of time from issue) 31 December 2016
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Risk free interest rate 3%
Volatility (discount) 181%
Indicative value per BTN Consideration Option 0.888 cents
7.12 Change in Nature and Scale of BTN
The completion of the Offers and the BML Offer will result in BTN undergoing a change in nature and scale of its activities as contemplated by ASX Listing Rule 11.1, from a gold exploration company to:
(a) a manganese and gold exploration company;
(b) a manganese producer and exporter; and
(c) the operator of a consolidation, marketing and trading platform for small to medium sized steel producers.
Following such a change in nature and scale, the BTN Shares will only be re-admitted and the BTN Consideration Options will only be admitted to trading on the ASX if BTN first complies with the requirements of ASX Listing Rule 11.1.
To comply with ASX Listing Rule 11.1, BTN must (amongst other things):
(a) obtain BTN Shareholder approval for the change in nature and scale resulting from completion of the Offers and the BML Offer;
(b) re-comply with the requirements of Chapters 1 and 2 of the ASX Listing Rules as if it were applying for admission to the Official List of the ASX. This includes a requirement that the BTN Shares have an issue price of at least $0.20 each. To satisfy this requirement, BTN must complete the Consolidation, which requires BTN Shareholder approval; and
(c) issue a full form prospectus and raise the minimum subscription under that prospectus.
To ensure the Offers only proceed if the BTN Shares can be re-admitted to trading on the ASX following completion of the Offers, the conditions of the Offers include that BTN obtains BTN Shareholder approval for the change in nature and scale of the Company’s activities and the Consolidation of the BTN Shares and BTN Options. BTN will lodge a prospectus with the ASIC as part of the Recompliance.
The Company will schedule a general meeting to be held in March 2014 to obtain, amongst other things, shareholder approvals for the change in the nature and scale of the Company’s activities and the Consolidation of the BTN Shares and BTN Options. Details of the proposed resolutions will be contained in the BTN Notice of Meeting to be released to ASX shortly.
7.13 Admission of Offer Consideration
BTN will lodge an application for re-admission to quotation of the BTN Shares and admission to quotation of the BTN Consideration Options comprising the Offer Consideration to trading on ASX. Quotation will not be automatic and will depend upon ASX exercising its discretion. Additionally, the Company will be required to satisfy certain conditions before the ASX will exercise its discretion to
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admit the BTN Consideration Options to quotation, including having a minimum number of holders with a marketable parcel of BTN Consideration Options.
Nothing in this Bidder’s Statement is to be taken to state or imply that the BTN Shares and BTN Consideration Options issued as Offer Consideration will be quoted on ASX.
As BTN is listed on ASX, BTN’s actions and activities are subject to the ASX Listing Rules.
7.14 Rights and Liabilities of BTN Shares
The BTN Shares offered to AMC Securityholders under the Offers are fully paid ordinary shares in the capital of BTN, and from the date of their issue will rank equally with existing BTN Shares and will have the same rights and liabilities attaching to them.
The rights and liabilities attaching to BTN Shares are governed by the Constitution of BTN, the Corporations Act, ASX Listing Rules, ASX Settlement Operating Rules and the general law of Australia.
Under Section 140(1) of the Corporations Act, the Constitution of BTN has effect as a contract between BTN and each member and between a member of BTN and each other member. Accordingly, if you accept BTN Shares as consideration you will, as a result, become liable to comply with the Constitution of BTN.
Set out below is a summary of the significant rights and liabilities attaching to BTN Shares. It does not purport to be exhaustive or to constitute a definitive statement of the rights and liabilities of shareholders of BTN. AMC Securityholders should seek their own advice when trying to establish their rights in specific circumstances.
Full details of the rights attaching to BTN Shares are set out in the Constitution, a copy of which is available for inspection at BTN’s registered office during normal business hours.
7.15 Rights Attaching to BTN Shares
The rights, privileges and restrictions attaching to BTN Shares can be summarised as follows:
(a) General meetings
BTN Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of BTN.
BTN Shareholders may requisition meetings in accordance with Section 249D of the Corporations Act and the Constitution.
(b) Voting rights
Subject to any rights or restrictions for the time being attached to any class or classes of BTN Shares, at general meetings of BTN Shareholders or classes of BTN Shareholders:
(i) each BTN Shareholder entitled to vote may vote in person or by proxy, attorney or representative;
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(ii) on a show of hands, every person present who is a BTN Shareholder or a proxy, attorney or representative of a BTN Shareholder has one vote; and
(iii) on a poll, every person present who is a shareholder or a proxy, attorney or representative of a BTN Shareholder shall, in respect of each fully paid BTN Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for the BTN Share, but in respect of partly paid BTN Shares shall have such number of votes as bears the same proportion to the total of such BTN Shares registered in the shareholder’s name as the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited).
(c) Dividend rights
Subject to the rights of the holders of any BTN Shares created or raised under any special arrangement as to dividend, the Directors may from time to time declare a dividend to be paid to the Shareholders entitled to the dividend which shall be payable on all BTN Shares according to the proportion that the amount paid or credited is of the total amounts paid, payable and credited in respect of such BTN Shares.
The Directors may from time to time pay to the BTN Shareholders any interim dividends as they may determine. No dividend shall carry interest as against BTN. The Directors may set aside out of the profits of BTN any amounts that they may determine as reserves, to be applied at the discretion of the Directors, for any purpose for which the profits of BTN may be properly applied.
Subject to the ASX Listing Rules and the Corporations Act, BTN may, by resolution of the Directors, implement a dividend reinvestment plan on such terms and conditions as the Directors think fit and which provides for any dividend which the Directors may declare from time to time payable on BTN Shares which are participating BTN Shares in the dividend reinvestment plan, less any amount which BTN shall either pursuant to the Constitution or any law be entitled or obliged to retain, be applied by BTN to the payment of the subscription price of BTN Shares.
(d) Winding-up
If BTN is wound up, the liquidator may, with the authority of a special resolution of BTN, divide among the BTN Shareholders in kind the whole or any part of the property of BTN, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the BTN Shareholders or different classes of BTN Shareholders.
The liquidator may, with the authority of a special resolution of BTN, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no BTN Shareholder is compelled to accept any BTN Shares or other securities in respect of which there is any liability.
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(e) Shareholder liability
As the BTN Shares to be issued under the Offers are fully paid shares, they are not subject to any calls for money by the Directors and will therefore not become liable for forfeiture.
(f) Transfer of Shares
Generally, BTN Shares are freely transferable, subject to formal requirements, the registration of the transfer not resulting in a contravention of or failure to observe the provisions of a law of Australia and the transfer not being in breach of the Corporations Act or the ASX Listing Rules.
7.16 BTN Consideration Options
The BTN Consideration Options comprising the Offer Consideration will be issued on the following terms:
(a) Each BTN Consideration Option entitles the holder to subscribe for one BTN Share upon exercise of the BTN Consideration Option.
(b) The amount payable upon exercise of each BTN Consideration Option will be $0.01 (Exercise Price)
(c) Each BTN Consideration Option will expire at 5:00 pm (WST) on 31 December 2016 (Expiry Date). A BTN Consideration Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
(d) The BTN Consideration Options are exercisable at any time on or prior to the Expiry Date (Exercise Period).
(e) The BTN Consideration Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the BTN Consideration Option certificate (Notice of Exercise) and payment of the Exercise Price for each BTN Consideration Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.
(f) A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each BTN Consideration Option being exercised in cleared funds (Exercise Date).
(g) Within 15 Business Days after the later of the following:
(i) the Exercise Date; and
(ii) when excluded information in respect to the Company (as defined in Section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,
but in any case no later than 20 Business Days after the Exercise Date, the Company will:
(iii) allot and issue the number of BTN Shares required under these terms and conditions in respect of the number of BTN
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Consideration Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(iv) if required, give ASX a notice that complies with Section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy Section 708A(11) of the Corporations Act to ensure that an offer for sale of the BTN Shares does not require disclosure to investors; and
(v) if admitted to the official list of ASX at the time, apply for official quotation on ASX of BTN Shares issued pursuant to the exercise of the BTN Consideration Options.
If a notice delivered under 7.16(g)(iv) for any reason is not effective to ensure that an offer for sale of the BTN Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy Section 708A(11) of the Corporations Act to ensure that an offer for sale of the BTN Shares does not require disclosure to investors.
(h) BTN Shares issued on exercise of the BTN Consideration Options rank equally with the then issued shares of the Company.
(i) If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the BTN Shares issued upon the exercise of the BTN Consideration Options.
(j) If at any time the issued capital of the Company is reconstructed, all rights of a BTN Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
(k) There are no participation rights or entitlements inherent in the BTN Consideration Options and holders will not be entitled to participate in new issues of capital offered to BTN Shareholders during the currency of the BTN Consideration Options without exercising the BTN Consideration Options.
(l) A BTN Consideration Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the BTN Consideration Option can be exercised.
(m) Application will be made by the Company to ASX for quotation of the BTN Consideration Options on ASX.
(n) The BTN Consideration Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.
7.17 BTN Options
BTN has BTN Options on issue. None of the existing BTN Options are listed on the ASX. Each BTN Option entitles the holder to subscribe for one BTN Share at the respective exercise price and at any time prior to the corresponding expiry date set out in Section 7.7 above.
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7.18 Shareholders of BTN
As at 1 October 2013, the top 20 Shareholders of BTN were:
Rank BTN Shareholder Number of BTN Shares
% of BTN issued share
capital¹
1 Mr Zhang Yun Feng 11,551,440 17.34
2 Mr George Karantzias 5,000,000 7.51
3 Brighton Mining Limited 4,975,000 7.47
4 Jonathan Howard Augustin de Verny Remta 4,403,561 6.60
5 Acetop Holdings Pty Ltd 2,720,000 4.08
6 Mr Simon Sherlock Wilding & Mrs Penelope Jane Wilding <The Wilding Super Fund A/C>
2,500,000 3.75
7 Little Boxes Property Group Pty Ltd 2,355,000 3.75
8 Rojan Trading Pty Ltd <Jessex Family A/C> 2,350,000 3.54
9 Westchester Pty Ltd 2,120,000 3.18
10 Tyon Pty Ltd 1,120,094 1.68
11 Dr Glen Whisson & Mrs Tania Whisson <Aqua Research & Market A/C>
1,643,524 2.47
12 Mr Christopher John Gilmour 1,198,000 1.80
13 Marcus Augustin de Verny Remta 1,000,001 1.50
14 Peter John Augustin Remta 1,000,001 1.50
15 Poloogadoo Pty Ltd 1,000,000 1.50
16 Mr Michael Grove & Mrs Jane Grove <Gladgrove Super Fund A/C>
975,000 1.46
17 Chimaera Capital Limited 911,916 1.37
18 Poloogadoo Pty Ltd 861,667 1.29
19 Nabiac (WA) Pty Limited <S&J Bassett Super Fund A/C>
650,000 0.98
20 Mr Andrew Roach & Mrs Carrie Roach <Carand Family A/C>
600,000 0.89
Total 49,806,204 74.78
The current directors of BTN had a relevant interest in 35,642,296 BTN Shares, being approximately 53.51% of the total number of BTN Shares on issue as at 30 June 2013. The individual relevant interests held by each director at the date of this Bidder’s Statement are broken down as follows (being 41.14% of the BTN Shares currently on issue):
Director Shares Options
Peter Remta 1,000,001 Nil
Jonathan Remta
30,292,2951 21,198,560
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Kim Thomas 55,000 Nil
Notes:
1. This includes 4,403,561 Shares held direct by Jonathan Remta and an additional 25,888,734 Shares either held by Associates of Jonathan Remta or in which he has a relevant interest.
7.19 Substantial Shareholders
Those BTN Shareholders holding 5% or more of the Shares on issue as at the date of this Bidder’s Statement are set out in the table below.
1 The Company intends to acquire control of this entity, in which case, the Company will procure that BML ceases to have a shareholding in the Company within 12 months of gaining control, or as otherwise permitted by ASIC. BML will not be permitted to exercise its voting rights in the BTN Shares once it becomes controlled by the Company.
Those BTN Shareholders holding 5% or more of the BTN Shares on issue under full acceptance of each of the Offers and the BML Offer are set out in the table in Section 10.7.
7.20 Dividend History
BTN has not previously and does not currently pay dividends.
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8. PROFILE OF ASIA MINERALS CORPORATION LIMITED
8.1 Disclaimer
This overview of AMC and all financial information concerning AMC contained in this Bidder’s Statement has been prepared by the Company using publicly available information.
The information in this Bidder’s Statement concerning AMC has not been independently verified. The Company does not, subject to any applicable laws, make any representation or warranty, express or implied, as to the accuracy or completeness of this information. The information on AMC is not considered to be comprehensive.
8.2 Overview of AMC
AMC was registered as a public company on 21 October 2010. It remains an unlisted, public company, limited by shares.
Driven by the substantial urbanisation and industrialisation of the Chinese economy, AMC's strategy is threefold:
(a) to act as a consolidation, marketing and trading platform for small to medium sized steel producers using AMC’s Chinese network;
(b) explore and develop mining projects, especially those focussed on manganese and iron ore; and
(c) build and operate an alloy smelter facility.
8.3 AMC Corporate Structure
8.4 AMC Board of Directors
As at the date of this Bidder’s Statement, the directors of AMC are:
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(a) Mr Shaun McDaniell – Managing Director;
(b) Mr Thomas Bannerman – Non-executive Chairman;
(c) Mr Kevin Somes – Non-executive Audit Director;
(e) Mr Alexander Scanlan – Non-executive Director;
(f) Mr Ian Huitson – Non-executive Technical Services Director; and
(g) Mr Toby Chandler – Non-executive Director.
8.5 AMC Capital Structure
According to documents provided by AMC, as at the date of this Bidder’s Statement, AMC’s issued securities consisted of 111,974,879 AMC Shares, 77,991,800 AMC Options and 3 convertible notes (two with a total principal sum of $207,000 convertible at $0.075 per AMC Share and one with a principal sum of $200,000 convertible at $0.125 per AMC Share). The Company does not hold any AMC Shares or AMC Options. AMC does not have any other securities on issue.
The Company notes that of the 77,991,800 AMC Options on issue, a total of 7,500,000 AMC Options (held by three AMC Optionholders) are a different class of options to the other AMC Options on issue. The Company will be making separate offers outside the scope of the Option Offer to acquire these AMC Options.
8.6 AMC Substantial Shareholders
The 20 largest shareholders in AMC, at the date of this Bidder’s Statement are:
Rank AMC Shareholder Number of AMC Shares
% of AMC issued share capital
1 Drake Private Investments LLC 23,514,285 21.00%
2 Gulf Mines Limited 15,000,000 13.40%
3 Mighty River International Ltd 8,300,000 7.41%
4 Fleubaix Pty Ltd <The Bannerman Super Fund A/C>
5,000,000 4.47%
5 Shaun Yelverton James McDaniell 5,000,000 4.47%
6 Bizmark Pty Ltd <Magdolna Fonda A/C>
4,186,000 3.74%
7 Mrs Catherine Simonne Anne Graus
3,463,000 3.09%
8 Jane Elizabeth Somes & Amy Jane Somes <The Jane Somes Pension>
3,250,000 2.90%
9 Sunden Pty Ltd <The Gary Shannon Super Fund>
3,250,000 2.90%
10 Paul Graus & Catherine Graus & Dewi Bratawidjaja <The Trigg Island Retire Fund>
13 Renique Holdings Pty Ltd <The Randall Super Fund A/C>
1,600,000 1.43%
14 Dreampt Pty Ltd 1,500,000 1.34%
15 Mr Martin Mann 1,178,571 1.05%
16 Christopher De Guinand <Blue Chip Investment A/C>
1,000,000 0.89%
17 Sury Adi Susandto 1,000,000 0.89%
18 Elphick Superannuation Pty Ltd <M R Elphick Super Fund A/C>
1,000,000 0.89%
19 Hydromet Corporation Limited 1,000,000 0.89%
20 Dr Rudolf Skatsche 1,000,000 0.89%
Total
8.7 Overview of AMC’s Activities and Projects
AMC is an Australian unlisted public company, with a focus on the exploration for and production of manganese, being a commodity used in the making of steel, among other matters and on the operation of a marketing and trading platform for small to medium sized steel producers. In summary, AMC:
(a) proposes to implement Australian world leading exploration, mining, processing and environmental practices to develop a solid profitable Indonesian mining and processing enterprise;
(b) utilises its executives’ extensive marketing and logistics experience and strong marketing network within China to promote and operate its trading and marketing platform for small to medium sized private mining groups; and
(c) intends to move towards production of alloy and, to that effect, has engaged specialist engineering groups to design and construct a small beneficiation processing plant and smelting facilities.
AMC’s main project is the Kefa Manganese Operation, which is located in Indonesia. A summary of the status of the Kefa Manganese Operation is set out below, however for further details please refer to AMC’s website at www.asiamineralscorp.com.
AMC through its subsidiaries, PT Asia Bumi Grup and PT Tiara Utfar Mandiri, holds an IUP production operation license in the TTU (Kefa) Regency, West Timor, Indonesia issued by the Ministry of Energy and Mineral Resources, Indonesia. AMC through its subsidiary PT Asia Mangan Grup also holds an Export License issued by the Ministry of Trade, Indonesia. By virtue of these two certifications, AMC is licensed to purchase local artisanal production and export through Wini Port, where PT Asia Mangan Grup has secured a two hectare shipping stockpile area adjacent to the wharf.
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8.8 AMC Financial Information
(a) Consolidated Statement of Financial Position
The historical consolidated statements of financial position of AMC are set out below and have been extracted from the audited consolidated statements of financial position for the financial years ending 31 December 2011 and 2012, being the audited consolidated statement of financial position in the two years prior to the date of this Bidder’s Statement. The unaudited management accounts for the financial year ending 31 December 2013 are also included.
(b) Consolidated Statement of Comprehensive Income
The historical consolidated statements of comprehensive income of AMC, are set out below and have been extracted from the audited consolidated statement of comprehensive income for the financial years ending 31 December 2011 and 2012, being the audited financial statements in the two years prior to the date of this Bidder’s Statement. The unaudited management accounts for the financial year ending 31 December 2013 are also included.
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8.9 AMC Consolidated Statement of Financial Position
Unaudited Audited Audited
31 December 2013 31 December 2012 31 December 2011
Equity attributable to owners of Asia Minerals Corporation Limited
(607,907) 1,194,069 139,604
Non-controlling interests
(468,680) (144,397) (135,352)
Total Equity (1,076,587) 1,049,672 4,252
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8.10 AMC Consolidated Statement of Comprehensive Income
Unaudited Audited Audited 31 December
2013 31 December
2012 31 December
2011 $ $ $ Revenue from continuing operations
Sales revenue 26,224 Interest income 13,883 - - Other income 10,975 4,823 1,792 24,858 4,823 28,016 Less expenses Transport expense (93,510) (14,603) (7,665) Depreciation and amortisation expense
(77,895) (14,758) (6,840)
Employee benefits expense
(2,443,786) (992,039) (260,341)
Rental expenses (281,037) (130,682) (101,770) Professional and consulting fee
(807,577) (534,897) (215,884)
Travel expenses (232,222) (183,750) (109,280) Adjustment to carrying value of assets
(1,106,144) (24,378) (49,890)
Entertainment expenditure (43,724) (16,111) (40,325) Legal fees (534,839) (30,508) (40,992) Net foreign exchange loss (678,650) (11,075) (16,664) Other expenses (802,951) (334,228) (66,238) Explorations cost written off
(318,735) (323,630) (18,967))
Beneficiation cost written off
- (64,706) -
Smelter cost written off - (65,293) - Loss from continuing operations before income tax
(7,396,213) (2,736,015) (906,840)
Income tax benefit - - - Loss from continuing operations after income tax
(7,396,213) (2,736,015) (906,840)
Loss for the period (7,396,213) (2,736,015) (906,840)
Other comprehensive loss Foreign currency transaction
353,738 16,273 12,352
Other comprehensive loss for the period, net of tax
353,738 16,273 12,352
Total comprehensive loss (7,042,475) (2,719,742) (894,488) Total comprehensive loss attribute to owners of AMC
(6,592,606) (2,710,696) (710,386)
Loss per share attributable to Owners of AMC
(5,85) (3,39) (5,46)
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8.11 Further information on AMC
AMC maintains a website, www.asiamineralscorp.com, which contains further information about AMC and its operations.
AMC is an unlisted non-disclosing entity for the purposes of the Corporations Act, and, as such, is not subject to any continuous disclosure obligations, however it is still subject to certain statutory disclosure obligations. Copies of any documents lodged with ASIC by AMC may be obtained from, or inspected at, an ASIC office or through ASIC’s website.
Further information about AMC will be contained in its Target’s Statement.
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9. PROFILE OF BRIGHTON MINING LIMITED
9.1 BML Offer
Running concurrently with the Offers, the Company is making a separate offer to acquire all of the shares in the unlisted Australian public company Brighton Mining Limited (BML) pursuant to a separate bidder’s statement, on the basis of five (5) BTN Shares and five (5) BTN Consideration Options for every three (3) BML Shares held.
9.2 Disclaimer
This overview of BML and all financial information concerning BML contained in this Bidder’s Statement has been prepared by the Company using publicly available information.
The information in this Bidder’s Statement concerning BML has not been independently verified. The Company does not, subject to any applicable laws, make any representation or warranty, express or implied, as to the accuracy or completeness of this information. The information on BML is not considered to be comprehensive.
9.3 Overview of BML
BML was registered as a proprietary company limited by shares on 8 December 2005, as AU Minerals Pty Ltd. In May 2006 it changed its name to Brighton Minerals (Australia) Pty Ltd and in July 2009 it became an unlisted public company and changed its name to Brighton Mining Limited. It remains an unlisted, public company, limited by shares.
BML has a 70% shareholding interest in Summer Gold Investment Private Limited (Summer Gold) which is a Cambodian registered corporation.
9.4 Corporate Structure
The remaining 30% shareholding in Summer Gold is held by Heath Shen, an individual resident in Cambodia.
9.5 BML Board of Directors
As at the date of this Bidder’s Statement, the directors of BML are:
Brighton Mining Limited
Summer Gold Investment Private
Limited
(Cambodia)
(70%)
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(a) Mr Jonathan Remta – Executive Director, who is also a Director of the Company;
(b) Mr Lawrence Broadbent – Non Executive Chairman;
(c) Mr Marcus Remta – Executive Director; and
(d) Mr Peter Remta – Non-Executive Director, who is also a Director of the Company.
9.6 Capital structure
According to documents provided by BML, as at the date of this Bidder’s Statement, BML’s issued securities consisted of 94,797,100 BML Shares. The Company does not hold any BML Shares. BML does not have any options or other securities on issue.
Jonathan Remta and Peter Remta who are directors of both BTN and BML, have shareholdings of 23,637,000 and 2,800,000 BML Shares respectively in BML.
9.7 BML Substantial Shareholders
The 20 largest shareholders in BML, at the date of this Bidder’s Statement are:
17 <The Skalecki Family Super Fund> 1,000,000 1.05%
18 Christopher Hannon 900,000 0.95%
19 Monica Mugavin 750,000 0.79%
20 <The Mark Giglia Family A/C> 700,000 0.74%
Total 74,967,000 79.08%
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9.8 Overview of BML’s Activities and Projects
BML is an unlisted public exploration company with its main activities being exploration for gold and base metals in Cambodia.
BML, through its 70% owned subsidiary Summer Gold has an interest in two concessions in Cambodia, being the Oyadao project located in the Province of Ratanakiri and Kang Roland South which is located in Mondulkiri and adjoins all three of the Antrong Project concessions of BTN. Please refer to Section 13.5(a) for details of the status of these Licences and to Section 14.5 for details of the deferred consideration payable by BML in respect of the purchase of its shareholding interest in Summer Gold.
Kang Roland South is also located near the Okvau project held by Renaissance Minerals Limited.
In addition to exploration and development work on its main concession holdings, BML has spent considerable time and resources in exploring and investigating other mineral areas in Cambodia as well as in China and Australia.
BML has so far expended approximately $2.9 million on exploration and development of its current projects including auger drilling, mapping, soil and rock chip sampling, satellite aeromagnetic imagery work, trenching, stream sediment sampling and metallurgical test assessments.
Like BTN, the main targets at Kang Roland South include high-grade, medium tonnage constrained vein system style of gold mineralization and low to high-grade, medium to large tonnage unconstrained vein system style of gold mineralization.
BML has spent significant time and money looking at the feasibility of small scale mining at its Oyadao licence and will continue to do so in the shorter term in order to be able to potentially start operations on this licence.
9.9 Further information on BML
BML is an unlisted non-disclosing entity for the purposes of the Corporations Act, and, as such, is not subject to any continuous disclosure obligations, however it is still subject to certain statutory disclosure obligations. Copies of any documents lodged with ASIC by BML may be obtained from, or inspected at, an ASIC office or through ASIC’s website.
Further information about BML will be contained in the BML Bidder’s Statement and BML’s Target’s Statement.
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10. MERGED ENTITY
10.1 Approach
This Section 10 provides an overview of the Company and its subsidiaries following the acquisition by the Company of all, or a portion of the AMC Shares and AMC Options and all or a portion of the BML Shares on issue (Merged Entity), in the various scenarios following the Offers (and the BML Offer) and the effect of the Offers (and the BML Offer) on the Company, AMC and BML.
10.2 Disclaimer Regarding AMC and BML and the Merged Entity Information
In preparing the information relating to AMC, BML and the Merged Entity contained in this Bidder’s Statement, the Company has relied on publicly available information relating to AMC and BML and this has not been independently verified by the Company or its Directors. Risks may exist in relation to AMC and BML (which may affect the Merged Entity) of which the Company is unaware. If any material risks are known to the directors of AMC or BML, they must be disclosed in the relevant target’s statement to be issued by AMC or BML.
Accordingly, subject to any applicable laws, the Company makes no representations or warranties (express or implied) as to the accuracy and completeness of such information.
10.3 Profile of the Merged Entity
If the Offers are successful:
(a) AMC Shareholders will each receive twenty three (23) BTN Shares for every one (1) AMC Share held, together with one (1) free attaching BTN Consideration Option for every two (2) BTN Shares so issued; and
(b) AMC Optionholders will each receive one (1) BTN Share for every ten (10) AMC Options held; and
If the BML Offer is successful, BML Shareholders will each receive five (5) BTN Shares and five (5) BTN Consideration Options for every three (3) BML Shares held.
After the Offers, if the Company is successful in obtaining effective control of AMC, all of the Company’s shareholders (including AMC Shareholders who have received BTN Shares pursuant to the Offers) will be shareholders in the Merged Entity. Likewise, if after the BML Offer, the Company is successful in obtaining effective control of BML, all BML Shareholders who have received BTN Shares pursuant to the BML Offer, will also be shareholders in the Merged Entity.
10.4 Effect of Completion of the Offers and the BML Offer
The Merged Entity plans to have interests in a portfolio of gold exploration assets in Cambodia (which it proposes to develop by further exploration and turn to viable mining including smaller scale mining operations to provide additional revenue), and manganese exploration and production assets in Indonesia.
The Merged Entity will have a greater capacity to develop its assets, will benefit from a wider level of management experience, could achieve a strengthening and simplification of the current management arrangements and should achieve cost savings by reducing corporate overheads.
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10.5 Effect on the Assets and Operations of the Merged Entity
The effect of the Offers and the BML Offer on the Merged Entity will be dependent on the level of acceptances received as that will determine the level of control that the Company will gain over the assets in which AMC and BML have an interest. The Company does not currently intend to dispose of any of its existing assets in the event that it does or does not gain control of AMC and/or BML.
The Merged Entity will have a portfolio of the following assets:
Location Project Resource Interest
Mondulkiri Province – Cambodia
Antrong Project consisting of 3 Concessions:
Ropoah, Kang Roland North and Antrong
Gold
Exploration Licence100% held by Sun Hill (70% owned subsidiary of the Company)
West Timor Province – Indonesia
Kefa Manganese Operation
Manganese
Operation Production Licence 100% held by PT Tiara Utfar Mandiri, a 98.8% owned subsidiary of PT Asia Bumi Grup which is a wholly owned subsidiary of AMC
Export Licence 100% held by PT Asia Mangan Grup which is a wholly owned subsidiary of AMC
Ratanakiri Province – Cambodia
Oyadao Concession
Gold Exploration Licence 100% held by Summer Gold (70% owned subsidiary of BML)
Mondulkiri Province – Cambodia
Kang Roland South Concession
Gold Exploration Licence 100% held by Summer Gold
10.6 Effect of the Offers, the BML Offer and the Capital Raising on the Company’s Capital Structure
The table below sets out the maximum number of BTN Shares and BTN Consideration Options that could be issued under each of the Share and Option Offer, the BML Offer, the Capital Raising and various other issues of securities by the Company on a pre-Consolidation basis.
BTN Shares1 Number
Current 76,196,808
Issue to AMC Shareholders under the Share Offer2 2,575,422,217
Issue to AMC Optionholders under the Option Offer2 7,049,180
Issue to BML Shareholders under the BML Offer 157,995,167
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Issue to Mr Laurence James Kiernan in repayment of debt4
15,000,000
Issue to Mr Laurence James Kiernan in satisfaction of strategic advice fee5
50,000,000
Issue to Greenwich as a Capital Raising fee under the Greenwich Mandate6
195,000,000
To be issued under the Capital Raising 500,000,000
Issue to various parties in satisfaction of historic services rendered to the Company7
196,801,934
TOTAL 3,773,465,306
BTN Options
Unlisted BTN Options exercisable at $0.20 expiring 30 June 2014
27,150,000
Unlisted BTN Options exercisable at $0.286 expiring 2 May 2015
1,500,000
Issue to AMC Shareholders under the Share Offer: listed BTN Options exercisable at $0.01 expiring 16 December 20163
1,287,711,109
Issue to BML Shareholders under the BML Offer: listed BTN Options exercisable at $0.01 expiring 16 December 20163
157,995,167
Issue to Mr Laurence James Kiernan in repayment of debt, (being on the same terms as the BTN Consideration Options)4
15,000,000
Issue to Mr Laurence James Kiernan in satisfaction of strategic advice fee (being on the same terms as the BTN Consideration Options)5
50,000,000
Issue to Greenwich as a Capital Raising fee under the Greenwich Mandate6 (being on the same terms as the BTN Consideration Options)
195,000,000
TOTAL 1,734,356,276
Notes:
1. The rights attaching to the BTN Shares are summarised in Section 7.15 of this Bidder’s Statement.
2. Assumes that no AMC Optionholders exercise their AMC Options, allowing them to participate under the Share Offer, instead of the Option Offer.
3. The terms of these BTN Consideration Options are set out in Section 7.16.
4. Please refer to Section 14.3 for further details.
5. Please refer to Section 14.1 for further details.
6. Please refer to Section 14.1 for further details.
7. Full particulars of these issues of Shares by the Company will be contained in the BTN Notice of Meeting.
8. These numbers are approximations and will be subject to rounding of holdings.
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9. This assumes no additional securities are issued or securities are converted prior to close of the Offers and the BML Offer.
The table below sets out the number of BTN Shares and BTN Consideration Options that could be issued under each of the Share and Option Offer and the BML Offer in situations of varied acceptances.
The table below shows a range of percentage shareholdings that may be held following close of the Offers and the BML Offer.
The following assumptions have been made:
(a) the acceptance level of AMC noted in the table below is the total acceptance under both the Share and Option Offers;
(b) the consideration for the Share Offer is twenty three (23) BTN Shares for every one (1) AMC Share held, together with one (1) free attaching BTN Consideration Option for every two (2) BTN Shares so issued;
(c) the consideration for the Option Offer is one (1) BTN Share for every ten (10) AMC Options held;
(d) the consideration for the BML Offer is five (5) BTN Shares and five (5) BTN Consideration Options for every three (3) BML Shares held;
(e) BTN does not hold any AMC Shares or AMC Options or BML Shares;
(f) no AMC Options are exercised prior to the end of the Offers Period;
(g) there are 76,196,808 BTN Shares on issue and no BTN Shares are issued other than pursuant to the Offers, the BML Offer and as set out in the table at the commencement of Section 10.6; and
(h) fractional numbers have been rounded to the nearest whole number and up in the case of doubt.
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Acceptance Levels
Existing BTN Shareholders
AMC Shareholders
AMC Option- holders
BML Shareholders
Total
AMC - 100% BML - 100%
76,196,808
2,575,422,217 7,049,180 157,995,167
2,816,663,372
2.71% 91.44% 0.25% 5.61%
AMC - 100% BML - 50.1%
76,196,808
2,575,422,217 7,049,180 79,155,579
2,737,823,784
2.78% 94.07% 0.26% 2.89%
AMC - 100% BML - 0%
76,196,808
2,575,422,217 7,049,180 0
2,658,668,205
2.87% 96.87% 0.27% 0.00%
AMC - 50.1% BML - 100%
76,196,808
1,290,286,531
3,531,639 157,995,167
1,528,010,145
4.99% 84.44% 0.23% 10.34%
AMC - 50.1% BML - 50.1%
76,196,808
1,290,286,531
3,531,639 79,155,579
1,449,170,556
5.26% 89.04% 0.24% 5.46%
AMC - 50.1% BML - 0%
76,196,808
1,290,286,531
3,531,639 0
1,370,014,978
5.56% 94.18% 0.26% 0.00%
AMC - 0%
BML - 100%
76,196,808 0 0 157,995,167
234,191,975
32.54% 0.00% 0.00% 67.46%
AMC - 0%
BML - 50.1%
76,196,808 0 0 79,155,579
155,352,387
49.05% 0.00% 0.00% 50.95%
AMC - 0%
BML - 0%
76,196,808 0 0 0
76,196,808
100.00% 0.00% 0.00% 0.00%
10.7 Substantial BTN Shareholders
Those BTN Shareholders holding 5% or more of the BTN Shares on issue as at the date of this Bidder’s Statement are set out in the table in Section 7.19.
The BTN Shareholders holding 5% or more of the BTN Shares on issue under full acceptance of each of the Offers and the BML Offer are set out in the table below.
1 This assumes all issues of securities occur as set out in Section 10.6
The Company will announce to the ASX details of its top-20 Shareholders (following completion of the Offers and the BML Offer) prior to the BTN Shares and BTN Consideration Options to be issued as Offer Consideration commencing trading on ASX.
10.8 Corporate Structure of the Merged Entity
If the Offers and the BML Offer are successful and the Company acquires all AMC Shares and AMC Options and all BML Shares, the corporate structure of the Merged Entity will be as shown in the following diagram:
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10.9 Share Offer Value
Under the Share Offer, accepting AMC Shareholders will receive twenty three (23) BTN Shares for every one (1) AMC Share held, together with one (1) free attaching BTN Consideration Option for every two (2) BTN Shares they are issued (with fractions of a BTN Share or BTN Consideration Option to be rounded as set out in Annexure A).
Based on the last traded price for BTN Shares prior to the Announcement Date of $0.01 (29 October 2013) and the value of BTN Consideration Options as set out in Section 7.11, for every AMC Share held, AMC Shareholders will receive BTN Shares and BTN Consideration Options to the value of $0.33212, representing a 121.41% premium to the last capital raising price for AMC Shares being $0.15.
10.10 Option Offer Value
Under the Option Offer, accepting AMC Optionholders will receive one (1) BTN Share for every ten (10) AMC Options held, implying a theoretical value of $0.001 per AMC Option, based on the last traded price for BTN Shares prior to the Announcement Date of $0.01 (29 October 2013). As such, for every AMC Option held, AMC Optionholders will receive BTN Shares to the value of $0.001.
10.11 Acquisition of BML by BTN
Under the BML Offer, accepting BML Shareholders will receive five (5) BTN Shares and five (5) BTN Consideration Options for every three (3) BML Shares held (with fractions of a BTN Share or BTN Consideration Option to be rounded as set out in Annexure A).
Based on the last traded price for BTN Shares prior to the Announcement Date of $0.01 (29 October 2013) and the value of BTN Consideration Options as set out in Section 7.11, for every BML Share held, BML Shareholders will receive BTN Shares and BTN Consideration Options to the value of $0.03147.
10.12 Unaudited pro forma consolidated statement of financial position
The Company has experienced delays in the preparation of the unaudited pro forma consolidated statement of financial position in connection with the proposed acquisition of AMC and BML by BTN. This unaudited pro forma consolidated statement of financial position (as at 31 December 2013) is currently being prepared and will be contained in a supplementary bidder’s statement to be prepared, lodged and despatched by the Company in due course. The accounting methods used in preparing the pro forma consolidated statement of financial position will also be contained in such supplementary bidder’s statement. AMC Securityholders should consider such supplementary bidder’s statement before accepting the Offers.
10.13 Outlook for the Merged Entity
This Bidder’s Statement does not include any financial forecasts or projections for revenue or profit in relation to the Company, AMC, BML or the Merged Entity.
The Company has given careful consideration as to whether there is a reasonable basis to produce reliable and meaningful forecast financial information for the Merged Entity. However, the Company Directors have
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concluded that as at the date of this Bidder's Statement, it would be misleading to provide forecast financial information for the Merged Entity.
This Bidder’s Statement includes forward-looking statements that have been based on the Company’s current expectations and predictions about future events, including the Company’s intentions (which include those set out in this Section 11). These forward-looking statements are, however, subject to inherent risks, uncertainties and assumptions that could cause actual results, performance or achievements of the Company, AMC, BML and the Merged Entity to differ materially from the expectations and predictions, expressed or implied, in such forward-looking statements. These factors include, among other things, those risks identified in this Bidder’s Statement (including those set out in Section 13).
None of the Company, its officers, nor persons named in this Bidder’s Statement with their consent or any person involved in the preparation of this Bidder’s Statement makes any representation or warranty (express or implied) as to the accuracy or likelihood of any forward looking statements. You are cautioned not to place reliance on these statements in the event that the outcome is not achieved. These statements reflect views and opinions as at the date of this Bidder’s Statement.
11.2 BTN’s Intentions Regarding AMC
(a) Overview
Subject to the below, it is the present intention of BTN, on the basis of the information concerning AMC which is known to BTN and the existing circumstances affecting the business of AMC, that:
(i) the business of AMC will otherwise be continued in substantially the same manner as it is presently being conducted;
(ii) no other major changes will be made to the business of AMC;
(iii) there will not be any redeployment of the fixed assets of AMC; and
(iv) the present employees of AMC will otherwise continue to be employed by AMC.
Additionally, if and when BTN acquires a Relevant Interest in 50% of the AMC Shares, BTN will invite three current directors of AMC onto the board of BTN.
The current intentions of the Company may change in light of material facts and circumstances at the relevant time.
(b) Intentions upon acquisition of 90% or more of AMC
If as a result of the Offers, BTN becomes entitled to compulsorily acquire outstanding AMC Securities in accordance with Part 6A.1 of the Corporations Act, it intends to proceed with the compulsory acquisition of those AMC Securities.
If the Company acquires 100% of AMC or completes the compulsory acquisition, the Company intends to undertake the steps outlined in 11.2(a) above.
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(c) Intentions upon gaining control but less than 90% of AMC
If, following the close of the Offers, AMC becomes a controlled entity, but not a wholly owned subsidiary of BTN, BTN presently intends, subject to the following, and to the extent possible and appropriate, to implement the objectives and goals mentioned in 11.2(a).
The extent to which BTN will be able to implement these intentions will be subject to:
(i) the law and the ASX Listing Rules, in particular in relation to related party transactions and conflicts of interests; and
(ii) the legal obligation of the directors of AMC to act for proper purposes and in the best interests of AMC Securityholders as a whole.
Having regard to this and in particular the possible requirements of minority shareholder approval, it is possible that BTN may not be able to implement some of these intentions.
(d) Intentions if BTN does not acquire effective control of AMC
If, following the close of the Offers, BTN does not acquire effective control of AMC, BTN’s intentions will depend on the interest it acquires in AMC. Accordingly, BTN has not yet formed a view on its intentions upon acquisition of a non-controlling interest. However to the extent possible and appropriate, BTN will consider implementing the objectives and goals mentioned in 11.2(a).
11.3 BTN’s Intentions Regarding BML
The Company’s intentions regarding BML are consistent with the Company’s intentions regarding AMC. Any person requiring further detail should refer to the BML Bidder’s Statement to be issued by the Company on or about the date of this Bidder’s Statement.
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12. AUSTRALIAN TAX CONSIDERATIONS
12.1 Overview
The following summary is a general description of the Australian income tax and CGT consequences for AMC Securityholders who accept the Offers and dispose of their AMC Securities to BTN in accordance with the Offers.
The summary is based on taxation law and practice in effect at the date of the Offers. It is not intended to be an authoritative or comprehensive analysis of the taxation laws of Australia, nor does it consider any specific facts or circumstances that may apply to particular AMC Securityholders. Further, it does not deal with the taxation consequences of disposing of AMC Securities which may have been issued under an employee incentive scheme, which may be subject to specific tax provisions.
The Australian tax consequences for AMC Securityholders of disposing of their AMC Securities will depend on a number of factors including:
(a) whether they are an Australian resident or non-resident for tax purposes;
(b) whether they hold their AMC Securities on capital, revenue account or as trading stock;
(c) when they acquired their AMC Securities;
(d) whether they are an individual, a company or a trustee of a complying superannuation entity; and
(e) whether scrip for scrip rollover relief is available – see Section 12.3 below.
Given the complexity of the taxation legislation, AMC Securityholders should seek independent taxation advice regarding the tax consequences of disposing of AMC Securities given the particular circumstances which apply to them.
12.2 Taxation Consequences for AMC Securityholders
(a) AMC Securityholders holding AMC Securities as trading stock
AMC Securityholders who hold their AMC Securities as trading stock (e.g., as a share trader) will be required to include the value of the consideration from the disposal of their AMC Securities in their assessable income.
(b) AMC Securityholders holding AMC Securities on revenue account
The Australian tax consequences for AMC Securityholders who hold their AMC Securities on revenue account and who accept the Offers will be able to include the amount received (the market value of the BTN Shares and the value of the BTN Consideration Options) over the cost of acquisition of the AMC Securities as ordinary assessable income. Where the market value of BTN Shares or value of BTN Consideration Options is less than the cost of AMC Securities, the loss may be claimed as a tax deduction.
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(c) Non-resident AMC Securityholders holding AMC Securities as trading stock or on revenue account
AMC Securityholders who are non-residents of Australia and whose AMC Securities were acquired as trading stock or otherwise on revenue account, should seek their own professional advice. The Australian tax treatment will depend on the source of any gain and whether a double tax agreement exists between their country of residence and Australia.
(d) AMC Securityholders holding AMC Securities on capital account
In broad terms, the Australian tax consequences for AMC Securityholders who hold their AMC Securities on capital account and who accept the Offers will depend on whether or not 'scrip for scrip' capital gains tax rollover relief is available and, if available, is elected. The discussion in the following two sections considers the general Australian tax consequences for AMC Securityholders where:
(i) rollover relief is available and is elected; and
(ii) rollover relief is not available or is not elected.
12.3 Acceptance of the Offers where rollover relief is available and is elected
Australian-resident AMC Securityholders may be entitled to 'scrip for scrip' CGT rollover relief in respect of the consideration referable to BTN Securities, where the exchange of the AMC Securities with BTN Securities would otherwise realise an assessable capital gain. Broadly speaking, rollover relief is available to AMC Securityholders who exchange securities in one company for securities in another company, where the transaction is made pursuant to a takeover bid and provided certain qualifying conditions are satisfied.
In broad terms, these qualifying conditions include the requirement that BTN must make an offer to all AMC Securityholders to acquire their AMC Securities on substantially the same terms and BTN must become the owner of at least 80% of the AMC Shares and AMC Options as a consequence of the Offers.
If the qualifying conditions are satisfied and an AMC Securityholder elects for rollover relief to apply, the rollover relief is available.
The effect of the rollover relief is that the AMC Securityholder’s total capital gain will be deferred until the BTN Securities are disposed of.
The CGT cost base of the new BTN Securities acquired in the exchange is determined by reasonably attributing to it the CGT cost base of the AMC Securities for which a rollover was obtained. For example, the CGT cost base for one (1) AMC Share will be apportioned to the twenty three (23) BTN Shares and eleven and a half (11.5) BTN Consideration Options received for each AMC Share. Further, the AMC Securityholders will be taken to acquire their BTN Securities at the time they originally acquired their AMC Shares or AMC Options (for the purpose of determining any entitlement to a discount on an otherwise assessable capital gain in relation to a subsequent dealing in their new BTN Securities).
As discussed above, rollover relief will only be available if the qualifying conditions are satisfied and AMC Securityholders elect to apply for it. Further, rollover relief is not available if AMC Securityholders realise a capital loss on the disposal of their AMC Securities.
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Scrip for scrip rollover relief does not apply automatically and must be elected. The election to utilise scrip for scrip rollover relief is evidenced by the manner in which the tax return for the relevant income year is prepared although it may be prudent to keep a written record of that election with your tax records.
Given the complexity of the provisions governing rollover relief and the various qualifying conditions that need to be satisfied, AMC Securityholders should seek independent taxation advice regarding their particular circumstances.
Non-resident AMC Securityholders can only obtain rollover relief in very limited circumstances. It is imperative that non-residents seek independent tax advice to confirm their Australian tax position.
12.4 Acceptance of the Offers where rollover relief is not available or is not elected
Acceptance of the Offers is likely to involve a disposal by an AMC Securityholder of their AMC Securities for CGT purposes.
An Australian-resident AMC Securityholder may make a capital gain or capital loss, depending on whether their capital proceeds from the exchange are more than the cost base of their AMC Securities, or whether those capital proceeds are less than the cost base of those AMC Securities.
AMC Securityholders who are not resident in Australia for tax purposes will generally be subject to Australian CGT on the disposal of AMC Securities if:
(a) together with their Associates, they directly or indirectly own at least 10% or more (by value) of the AMC Securities:
(i) at the time of the sale; or
(ii) throughout a 12 month period beginning no earlier than 24 months before the time of the sale and ending no later than the time of the sale; and
(b) if more than 50% of the value of AMC’s assets is attributable to Australian real property,
subject to the terms of any applicable double tax agreement. It is imperative that non-residents independently confirm their Australian tax position.
The capital proceeds that an AMC Securityholder will be taken to have received in respect of the disposal of their AMC Securities will generally be the market value of BTN Shares (and consequential value of the BTN Consideration Options) on the date of implementation of the Offers.
The cost base of AMC Securities will generally be the cost at which they were acquired including any incidental costs of acquisition.
Where the amount of capital proceeds received by an AMC Securityholder in respect of the disposal of their AMC Securities is greater than the cost base of those AMC Securities, then the AMC Securityholder should realise a capital gain for Australian CGT purposes.
Where the amount of capital proceeds received by an AMC Securityholder in respect of the disposal of their AMC Securities is less than the reduced cost base of those AMC Securities, then the AMC Securityholder should realise a capital loss for Australian CGT purposes. Where it is expected that a capital gain will result, if an AMC Securityholder does not elect for rollover relief, or that relief is
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not available, then partial tax relief may be available in the form of the CGT discount.
Specifically, where AMC Securities have been held for at least 12 months before their disposal, an AMC Securityholder who is an individual, a complying superannuation entity or the trustee of a trust should be able to reduce the capital gain arising from the disposal of AMC Securities by the CGT discount (see below).
The CGT discount will be available if the relevant AMC Securities have been held for at least 12 months.
Subject to the AMC Securityholder having any capital losses or net capital losses from previous income years, where the CGT discount is available, eligible AMC Securityholders which are individuals or trustees of trusts will reduce the capital gain arising on the disposal of AMC Securities by one-half. For individuals, this reduced gain should be assessed at the AMC Securityholder’s marginal tax rate. Trustees should seek specific advice regarding the tax consequences of distributions attributable to discounted capital gains.
Subject to the AMC Securityholder having any capital losses or net capital losses from previous income years, where AMC Securities are held by a complying superannuation entity and the CGT discount is available, the discount will reduce the nominal capital gain on the disposal of the AMC Securities by one-third.
The CGT discount is generally applied after taking into account any capital losses or net capital losses from previous income years. AMC Securityholders having any capital losses or net capital losses from previous income years should seek independent advice in relation to the potential availability of the CGT discount.
12.5 AMC Securityholders who are companies will not be entitled to the CGT discount
Companies are not entitled to the CGT discount. The capital gain or capital loss will be calculated with reference to the capital proceeds less the cost base or reduced cost base of the AMC Securities. Where a company realises a capital gain, it may be eligible to reduce that gain with capital losses from previous income years. We recommend that companies seek advice from their professional tax advisor in relation to the availability and deductibility of capital losses.
12.6 GST
GST should not apply to the disposal of AMC Securities under the Offers, the issue of BTN Securities under the Offers, or any subsequent disposal of BTN Shares, BTN Consideration Options or BTN Shares upon exercise of BTN Consideration Options.
AMC Securityholders who are registered for GST purposes may not be entitled to full input tax credits for any GST incurred on costs associated with acquiring or disposing of securities in BTN or AMC. AMC Securityholders should seek their own tax advice in this respect.
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13. RISK FACTORS
13.1 Overview
If the Offers become unconditional, AMC Securityholders who accept the Offers will become BTN Securityholders. In those circumstances, AMC Securityholders will:
(a) continue to be exposed to the risks associated to the investment in AMC as a result of their indirect interest in AMC through BTN;
(b) be exposed to the risks which are specific to an investment in BTN; and
(c) be exposed to additional risks relating to the Offers and the Merged Entity.
These risks are explained below. AMC Securityholders should read the Bidder’s Statement carefully and consult their professional advisers before deciding whether to accept the Offers. By accepting the Offers, AMC Securityholders will be investing in BTN.
The business activities of BTN and the Merged Entity are subject to various risks that may impact on the future performance of BTN and the Merged Entity. Some of these risks can be mitigated by the use of safeguards and appropriate systems and controls, but some are outside the control of BTN and the Merged Entity and cannot be mitigated.
Accordingly, an investment in the Merged Entity carries no guarantee with respect to the payment of dividends, return of capital or price at which securities will trade and should be considered speculative. The principal risk factors include, but are not limited to, the following.
13.2 Risks Relating to the Offers
(a) Issue of BTN Securities as consideration
AMC Securityholders are being offered specific quantities of BTN Shares and BTN Consideration Options as consideration under the Offers. As a result, the value of the consideration will fluctuate depending upon the market value of BTN Shares and the value attributable to the BTN Consideration Options at any given time. Accordingly, the market value of the BTN Shares and the corresponding value attributable to the BTN Consideration Options at the time you receive them may vary significantly from their market value on the date of your acceptance of the Offers.
(b) Rollover Relief
There is no condition to the Offers requiring a minimum level of acceptance. If BTN does not acquire a Relevant Interest in at least 80% of AMC Securities, scrip-for-scrip CGT rollover relief will not be available to AMC Securityholders. Refer to Section 12 above for further details.
(c) Sale of BTN Shares
Under the Offers, BTN will issue a significant number of new BTN Shares and BTN Consideration Options. Some holders of BTN Shares (including those issued upon exercise of BTN Options) may not intend to continue
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to hold their BTN Shares and may wish to sell them. There is a risk that this may adversely impact on the price of and demand for BTN Shares.
(d) Acquisition of Less than 90% of AMC Shares or AMC Options
It is possible that BTN could acquire a Relevant Interest of less than 90% of AMC Shares or AMC Options on issue under the Offers. The existence of a remaining minority interest in AMC may have an impact on the operations of the Merged Entity, although this impact will depend upon the ultimate level of AMC ownership acquired by BTN.
(e) Duty and Government Charges
Duty and other government charges may be payable by BTN in relation to the Offers. The amount of these duties and charges may be material.
(f) Dilution Risk
The consideration for the Offers is the Offer Consideration. If the Offers are completed, there will be a dilution for current BTN Shareholders as a result of the BTN Shares and BTN Consideration Options being issued as Offer Consideration both under the Offers and the BML Offer.
(g) Quotation of BTN Consideration Options
Although the Company will make every effort to comply with ASX requirements to have the BTN Consideration Options admitted to quotation on the Official List of the ASX, there is a risk that the Company will not be able to satisfy one or more conditions to the admission. If the BTN Consideration Options are not admitted to quotation on the Official List of the ASX, they will remain unlisted until such time as the Company is able to satisfy the ASX requirements, at which time the Company intends to make a further application for admission.
13.3 Risks Relating to BTN
This Section sets out risks that are specific to BTN.
(a) Renewal of Concessions
The Cambodian government has recently, through a restructure, created a new government ministry to deal specifically with the mining and energy portfolios. This reorganisation has created delays in the renewal of concessions in Cambodia for many mining companies including the Company.
Specifically, the concessions in which the Company has an interest through its 70% held subsidiary Sun Hill (Sun Hill Concessions) expired on 13 October 2013 and those concessions are yet to be renewed. The Company has sought advice on this matter and understands that the renewals will be processed in February 2014. If a concession is not renewed for any reason, the Company may suffer significant damage through the loss of the opportunity to develop and discover any minerals on that concession.
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(b) Going Concern Risk
While completing the audit review of the Company’s annual financial report for the year ended 30 June 2013, the Company’s auditor, Stantons International Audit and Consulting Pty Ltd noted the following:
“the Company’s ability to continue as a going concern is dependent upon renegotiating or refinancing existing or additional debt facilities or raising sufficient working capital. These matters indicate the existence of a material uncertainty which may cast significant doubt as to whether the Company will be able to continue as a going concern and therefore, the Company may be unable to realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial report.”
Notwithstanding the ‘going concern’ qualification included in the annual financial report, the Directors believe that upon the successful completion of the Capital Raising, the Company will have sufficient funds to adequately meet the Merged Entity’s current exploration commitments and short term working capital requirements. However, it is highly likely that further funding will be required to meet the medium to long term working capital costs of the Merged Entity.
The Directors have determined that future equity raisings or debt financing arrangements will be required to assist the funding of the Merged Entity’s activities to meet the Merged Entity’s objectives. There is no certainty that these will be successfully completed to provide adequate working capital for the Merged Entity. In the event that such capital raisings or debt financing arrangements are not completed successfully there is significant uncertainty as to whether the Merged Entity can continue as a going concern, and which is likely to have a material adverse effect on the Company’s activities.
(c) Additional Funding Requirement
BTN, including as the parent company of the Merged Entity, will be required to raise additional funds in the future to effectively implement its business and operations plans in the future, to take advantage of opportunities for acquisitions, joint ventures or other business opportunities and to meet any unanticipated liabilities or expenses which the Merged Entity may incur.
BTN may seek to raise further funds through equity or debt financing, joint ventures, production sharing arrangements or other means. Failure to obtain sufficient financing for the Merged Entity’s activities and future projects may result in delay and indefinite postponement of exploration, development or production on projects in which the Merged Entity has an interest, or even loss of a property interest. There can be no assurance that additional finance will be available when needed or, if available, the terms of the financing might not be favourable to BTN. Further, any equity financing may involve substantial dilution to BTN Shareholders.
Loan agreements and other debt financing rearrangements such as debt facilities, convertible note issues and finance leases (and any related guarantees and securities) that may be entered into by BTN may contain restrictive covenants, undertakings and other provisions which, if breached, may entitle lenders to accelerate repayment of loans and there is no assurance that BTN would be able to repay such
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loans in the event of an acceleration. Enforcement of any security granted by BTN or default under a finance lease could also result in the loss of assets.
(d) Joint venture relationships
The Company is subject to the risk that changes in the status of any of the company’s joint ventures (including changes caused by financial failure or default by a participant in the joint venture) may adversely affect the operations and performance of the Company.
However the joint venture risks are to a large extent mitigated by the fact that it is the Company which is meeting all of the joint venture obligations and expenses.
The Directors believe there is a uniform approach by both the government and opposition parties in Cambodia to try and develop the mining industry in that country as quickly as possible for the benefit of the country and its population.
(e) Sovereign risk – Cambodia
The Company is conducting its exploration and development activities in the Kingdom of Cambodia through its 70% shareholding in Sun Hill, which is a Cambodian privately owned company and an incorporated joint venture vehicle. There is no assurance that future political and economic conditions in Cambodia will not result in the Cambodian government adopting policies precluding foreign investment and/or control in and development and ownership of mineral resources in Cambodia, or ownership of Cambodian companies. Any changes in policy by the Cambodian government may result in changes in the laws relating to ownership and control of assets and shares in Cambodian companies, taxation, rates of exchange, environmental protection, labour relations, repatriation of income and return of capital, which may affect the Company's ability to undertake exploration and development activities as a shareholder in Sun Hill in the manner currently contemplated with respect to both the Sun Hill Concessions and any future concessions and properties. This may also affect the ability of Sun Hill to continue to explore and develop the Sun Hill Concessions for which it has already obtained exploration and development rights.
The possibility that a future government in Cambodia may adopt substantially different policies, which might extend to limitation of foreign control of shares or assets, or expropriation of assets, cannot be ruled out. There can be no assurance that the government of Cambodia from time to time will not impose measures that could have a material adverse effect on the Company's operations through its 70% shareholding in Sun Hill.
(f) Title risk relating to the Sun Hill Concessions
Although the Company has obtained legal advice in relation to the security of tenure held by Sun Hill in relation to the Sun Hill Concessions, there is no guarantee that the title of Sun Hill to the Sun Hill Concessions will not be challenged by third parties in the future.
The Company has the benefit of warranties and representations in relation to security of tenure to the Sun Hill Concessions from the
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previous shareholders in Sun Hill (one of which was in the past controlled by BMPL, a company associated with Jonathan Remta, a Director of the Company) as part of its acquisition of the 70% shareholding in Sun Hill. It is possible that any necessary enforcement of those warranties in accordance with the legislation of Cambodia to which the Sun Hill acquisition agreement is subject, should it become necessary, will not result in a remedy which confirms title to the Sun Hill Concessions by Sun Hill, clear of any such third party claims.
Other forms of remedy implemented by the Cambodian courts such as financial compensation (instead of confirmation of unencumbered title) may be involved, in which case unencumbered tenure to the Sun Hill Concessions would not remain with Sun Hill. In such circumstances Sun Hill would have no unencumbered rights to conduct exploration in Cambodia and the rights that it would have would be subject to the Cambodian courts’ decision as to the rights of any such third party claimants.
Upon being renewed (anticipated to occur in February 2014), the Sun Hill Concessions will then be due to expire on 13 October 2015 and may not be extended beyond that time, at which point unless Sun Hill makes alternative tenure arrangements with the Cambodian government, Sun Hill will have no rights to continue exploration on the Sun Hill Concessions.
In addition, according to the conditions of grant of the Sun Hill Concessions, Sun Hill undertook to comply with certain obligations, including in relation to exploration activities to be conducted on the Sun Hill Concessions. If Sun Hill does not perform those obligations to the satisfaction of the Cambodian government, it may lose its interests in the Sun Hill Concessions. However, Sun Hill does have an existing administrative and management structure in Cambodia with the capacity to engage local and external consultants and contractors to assist in performance of those obligations.
Government approvals and permits are currently required and additional approvals and permits may in the future be required in connection with the operations of Sun Hill on the Sun Hill Concessions or generally in conducting any business in Cambodia. To the extent that those approvals are required but not obtained, Sun Hill may be prohibited from or need to restrict its activities including planned activities on the Sun Hill Concessions.
(g) Title risk to shares in Sun Hill
Although the Company has obtained legal advice in relation to the current ownership of shares in Sun Hill, there is no guarantee that title to its 70% shareholding in Sun Hill will not be challenged by third parties in the future.
The Company has the benefit of warranties and representations from the previous shareholders in Sun Hill (one of which was in the past controlled by Jonathan Remta, a Director of the Company) regarding its acquisition of its 70% shareholding in Sun Hill. It is possible that enforcement of those warranties in accordance with the legislation of Cambodia to which the Sun Hill acquisition agreement is subject, should it become necessary, will not result in a remedy which delivers 70% title to Sun Hill clear of such third party claims.
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Other forms of remedy implemented by the Cambodian courts such as financial compensation may be involved, in which case a 70% shareholding in Sun Hill may not be retained by the Company. In such circumstances the Company could have reduced control of Sun Hill.
In addition, according to the conditions of the Sun Hill acquisition agreement, the Company undertook certain obligations in its capacity as a shareholder of Sun Hill. If the Company does not perform its obligations to the satisfaction of the other shareholders of Sun Hill, it may lose its shareholding in Sun Hill and therefore lose its indirect interest in the Sun Hill Concessions.
Government approvals and permits are currently, and may in the future be required in connection with the Company's ownership. To the extent that those approvals are required but not obtained, the Company may be restricted from its ability to own a 70% shareholding in Sun Hill, and therefore reducing its indirect interest in the Sun Hill Concessions.
(h) General Legal risks of operating in Cambodia
The introduction of new legislation or amendments to existing legislation by the Cambodian government, and the Cambodian courts’ interpretation of legislation in Cambodia could adversely affect the assets or operations and ultimately the financial performance of Sun Hill, the Company and the Merged Entity. In addition there is a commercial risk that legal action may be taken against the Company or Sun Hill in relation to commercial matters.
While Cambodia is attempting to develop its legal system, it is not as advanced as the Australian legal system for example, which means there are risks such as:
(i) effective legal redress in the courts of Cambodia being more difficult to obtain;
(ii) a higher degree of discretion on the part of governmental authorities;
(iii) the lack of judicial or administrative guidance on interpreting applicable rules and regulations;
(iv) inconsistencies or conflicts between and within various laws; or
(v) relative inexperience of the judiciary and courts.
(i) Future Operational risks
The operations of the Company may be affected by various factors, including failure to define drilling targets, locate or identify mineral deposits; failure to achieve economic grades in exploration and mining; and subsequent operational and technical difficulties encountered in mining; difficulties in commissioning and operating plant and equipment; mechanical failure or plant breakdown; unanticipated metallurgical problems which may affect extraction costs; adverse weather conditions; industrial and environmental accidents; industrial disputes; and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment.
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(j) Environmental risk
Mineral exploration is an industry that has become subject to increasing environmental responsibility and liability. The potential for liability is an ever present risk particularly in Cambodia where the Cambodian government have expressed the desire to create and introduce new legislation affecting environmental issues and rehabilitation following exploration activities.
The Company proposes to minimise environmental risk by requiring and ensuring that Sun Hill maintains best practice environmental management in all aspects of its exploration on the Sun Hill Concessions.
13.4 Risks Relating to AMC
This Section sets out risks that are specific to AMC. In addition to these specific risks, AMC faces equivalent risks in relation to manganese exploration in Indonesia to those set out in Sections 13.3(d) to (e) and (h) to (j).
(a) Going Concern Risk
While completing the audit review of AMC’s annual consolidated financial report for the year ended 31 December 2012, the Company’s auditor, Pitcher Partners Corporate & Audit (WA) Pty Ltd noted the following in relation to AMC and its subsidiaries (the Group):
“the Group’s ability to continue as a going concern and pay its debts as and when they fall due is dependent upon further capital raisings in the next 12 months, active management of the current level of discretionary expenditure in line with the funds available to the Group and AMC Directors and related entities providing loan funds as and when required.
Should the above matters not occur there would be significant uncertainty as to whether AMC will be able to pay its debts as and when they fall due for twelve months from the date of this financial report.”
Notwithstanding this ‘going concern’ qualification, the Directors believe that upon the successful completion of the AMC Offers and of the Capital Raising, the Company will have sufficient funds to adequately meet the Merged Entity’s (including AMC’s) current operations commitments and short term working capital requirements. However, it is highly likely that further funding will be required to meet the medium to long term working capital costs of the Merged Entity.
The Directors have determined that future equity raisings or debt financing arrangements will be required to assist the funding of the Merged Entity’s (including AMC’s) activities to meet the Merged Entity’s objectives. There is no certainty that these will be successfully completed to provide adequate working capital for the Merged Entity. In the event that such capital raisings or debt financing arrangements are not completed successfully there is significant uncertainty as to whether the Merged Entity can continue as a going concern, and which is likely to have a material adverse effect on AMC’s activities.
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(b) Legal risks associated with operating in Indonesia
Indonesian operations are subject to the jurisdiction of Indonesia’s courts, except where parties to a contract have chosen arbitration (local or international such as Hong Kong, Singapore or London arbitration).
AMC currently has a mineral exploration project in Indonesia.
The legal system operating in Indonesia is developing which may result in risks such as:
(i) political difficulties in obtaining effective legal redress in the courts whether in respect of a breach of law or regulation, or in an ownership dispute;
(ii) a high degree of discretion on the part of governmental agencies;
(iii) a lack of political or administrative guidance on implementing applicable rules and regulations including, in particular, as regards local taxation and property rights; or
(iv) inconsistencies or conflicts between and within various laws, regulations, decrees, orders and resolutions.
The commitment to local business people, government officials and agencies and the judicial system to abide by legal requirements and negotiated agreements may be more uncertain, creating particular concerns with respect to licenses and agreements for business. These may be susceptible to revision or cancellation and legal redress may be uncertain or delayed. There can be no assurance that the projects and other legal arrangements will not be adversely affected by the actions of the government authorities or others and the effective enforcement of such arrangements cannot be assured.
In the case where there is a dispute about the actions of the State in Indonesia, it is unlikely that a claim could be raised in Australian courts for reasons of comity or the doctrine of sovereign immunity.
The introduction of new legislation or amendments to existing legislation by governments, developments in existing law, or the respective interpretation of the legal requirements in any of the legal jurisdictions which govern operations or contractual obligations in Indonesia, could impact adversely on the assets, operations and, ultimately, the financial performance of AMC and its securities. In addition there is a commercial risk that legal action may be taken against AMC in relation to commercial matters.
(c) Title Risk
Interests in tenements are governed by the mining acts and regulations that are current in the jurisdiction in which they are placed and are evidenced by the granting of licences or leases. Each licence or lease is usually for a specific term and carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance. Consequently, AMC could lose title to or its interest in the relevant tenements if licence conditions are not met or if insufficient funds are available to meet expenditure commitments.
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BTN cannot give any assurance that title to projects in which AMC has an interest will not be challenged or impugned for various other reasons, including that they may be subject to prior unregistered agreements or transfers or title may be affected by undetected defects.
(d) Operating and Development Risks
AMC’s ability to achieve production, development, operating cost and capital expenditure estimates on a timely basis cannot be assured.
The business of manganese mining involves many risks and may be impacted by factors including ore tonnes, grade and metallurgical recovery, input prices (some of which are unpredictable and outside the control of AMC), overall availability of free cash to fund continuing development activities, labour force disruptions, cost overruns, changes in the regulatory environment and other unforeseen contingencies. Other risks also exist such as environmental hazards (including discharge of pollutants or hazardous chemicals), industrial accidents, occupational and health hazards, cave-ins and rock bursts. Such occurrences could result in damage to, or destruction of, production facilities, personal injury or death, environmental damage, delays in mining, increased production costs and other monetary losses and possible legal liability to the owner or operator of the mine. AMC may become subject to liability for pollution or other hazards against which it has not insured or cannot insure, including those in respect of past mining activities for which it was not responsible.
In addition, AMC’s profitability could be adversely affected if for any reason its production and processing of manganese or mine development is unexpectedly interrupted or slowed. Examples of events which could have such an impact include unscheduled plant shutdowns or other processing problems, mechanical failures, the unavailability of materials and equipment, pit slope failures, unusual or unexpected rock formations, poor or unexpected geological or metallurgical conditions, poor or inadequate ventilation, failure of mine communications systems, poor water condition, interruptions to gas and electricity supplies, human error and adverse weather conditions.
(e) Environmental Health and Safety matters
AMC’s mining operations may be subject to extensive health and safety and environmental laws and regulations which could impose significant costs and burdens on AMC (the extent of which cannot be predicted). These laws and regulations may provide for penalties and other liabilities for violation of such standards and if established, in certain circumstances, obligations to rehabilitate current and former facilities and locations where operations are or were conducted. Permission to operate could be withdrawn temporarily where there is evidence of serious breaches of health and safety and environmental laws and regulations and even permanently in the case of extreme breaches.
(f) Production Estimates and Metallurgical Recovery
AMC cannot give any assurance that it will achieve its current production estimates, which could have a material and adverse effect on any or all of its future cash flows, results of operations and financial condition. These production estimates are dependent on, among other things, the accuracy of Mineral Resource and Ore Reserve estimates, the accuracy of assumptions regarding ore grades and recovery rates,
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manganese price and exchange rates, ground conditions and physical characteristics of ores, such as hardness and the presence or absence of particular metallurgical characteristics and the accuracy of estimated rates and costs of mining and processing.
AMC’s actual production may also vary from its estimates for a variety of reasons, including, adverse operating conditions (such as unexpected geological conditions, fire, weather, accidents), compliance with governmental requirements, labour and safety issues, delays in installing or repairing plant and equipment, inability to complete, or lack of success of, capital development and exploration drilling. Problems may also arise due to interruptions to essential services (such as power, water, fuel, equipment or transport capacity) or technical support which results in a failure to achieve expected target dates for production.
Depending on the price of manganese, AMC may determine that it is impractical to commence or, if commenced, to continue commercial production at a particular site.
(g) Mine Development
AMC’s ability to sustain or increase proposed levels of production is dependent upon the successful development of new producing mines and/or identification of additional reserves at existing mining operations. There is no guarantee of discoveries on AMC’s Kefa Manganese Operation or that any discovery will be commercially feasible. If AMC is unable to develop new ore bodies, it will not be able to sustain proposed production levels. Reduced production could have a material adverse effect on future cash flows, results of operations and financial condition.
Feasibility studies are used to determine the economic viability of a deposit. Many factors are involved in the determination of the economic viability of a deposit, including the achievement of satisfactory mineral reserve estimates, the level of estimated metallurgical recoveries, capital and operating cost estimates and the estimate of future metals prices. Capital and operating cost estimates are based upon many factors, including anticipated tonnage and grades of ore to be mined and processed, the configuration of the ore body, ground and mining conditions, expected recovery rates of the manganese from the ore and anticipated environmental and regulatory compliance costs. Each of these factors involves uncertainties and as a result, AMC cannot give any assurance that its development or exploration projects will become operating mines. If a mine is developed, actual operating results may differ from those anticipated in a feasibility study.
(h) Equipment and availability
AMC’s ability to undertake mining and exploration activities is dependent upon its ability to source and acquire appropriate mining equipment. Equipment is not always available and the market for mining equipment experiences fluctuations in supply and demand. If AMC is unable to source appropriate equipment economically or at all then this would have a material adverse effect on AMC's financial or trading position.
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(i) Manganese price fluctuations
The demand for, and price of, manganese is highly dependent on a variety of factors, including international supply and demand, the level of consumer product demand, weather conditions, the price and availability of alternative suppliers, actions taken by governments and international cartels and global economic and political developments.
International manganese prices have fluctuated in recent years and may continue to fluctuate significantly in the future. Fluctuations in manganese prices and, in particular, a material decline in the price of manganese may have a material adverse effect on AMC’s business, financial condition and results of operations.
13.5 Risks Relating to BML
This Section sets out risks that are specific to BML. In addition to these specific risks, BML faces the risks set out in Sections 13.3(d) to (e) and (h) to (j).
(a) Renewal of Summer Gold Concessions
As set out above in Section 13.3(a), changes have been made to the Cambodian mines and energy department, which have resulted in delays for the concession renewal process for many mining companies located in Cambodia, including BML.
Specifically, the Oyadao concession expired on 1 November 2013, the Kang Roland concession expired on 29 July 2013 and they are yet to be renewed. The Company has sought advice on this matter and understands that the renewals will be processed in February 2014. If a permit is not renewed for any reason, BML may suffer significant damage through the loss of the opportunity to develop and discover any minerals on that permit.
13.6 Risks Relating to the Merged Entity
This Section sets out risks that are specific to the Merged Entity.
(a) Reliance on Key Management
The responsibility of overseeing the day-to-day operations and the strategic management of BTN depends substantially on its senior management and its key personnel and the day-to-day operations and the strategic management of the Merged Entity will depend substantially on senior management and key personnel remaining in their current employment with AMC and BML. The success of the respective Acquisitions will be partially dependent on the integration of AMC’s and BML’s board and management with the existing Board and management of the Company. There can be no assurance given that there will be no detrimental impact on BTN or the Merged Entity if one or more of these employees cease their employment.
(b) Exploration Risks
By their nature, the businesses of gold exploration (in respect of the Cambodian assets in which BTN and BML have an interest) and manganese exploration (in respect of the Indonesian assets held by AMC) contain elements of significant risk with no guarantee of success.
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Ultimate and continuous exploration success is dependent on many factors such as:
(i) access to adequate capital;
(ii) the design and construction of efficient exploration programs and expenditure budgets;
(iii) securing and maintaining title to interests;
(iv) obtaining consents and approvals necessary for the conduct of gold and manganese exploration; and
(v) access to competent exploration and operational management and prudent financial administration, including the availability and reliability of appropriately skilled and experienced employees, contractors and consultants.
Industry exploration risks include fire, explosions, unanticipated reservoir problems which may affect field production performance, industrial disputes, unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment, mechanical failure or breakdown, blow outs, pipe failures and environmental hazards such as accidental spills or leakage of liquids, gas leaks, ruptures, discharges of toxic gases or geological uncertainty (such as lack of sufficient sub-surface data from formation core analyses). The occurrence of any of these risks could result in legal proceedings against the Merged Entity and substantial losses to the Merged Entity due to injury or loss of life, damage to or destruction of property, natural resources or equipment, pollution or other environmental damage, cleanup responsibilities, regulatory investigation and penalties or suspension of operations. Damage occurring to third parties as a result of such risks may give rise to claims against the Merged Entity.
Drilling activities carry risk as such activities may be curtailed, delayed or cancelled as a result of weather conditions, mechanical difficulties, shortages or delays in the delivery of drill rigs or other equipment.
There is no assurance that any exploration on current or future interests of the Merged Entity will result in the discovery of an economic deposit of gold or manganese. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically developed.
(c) General Litigation Risk
BTN, AMC and BML are exposed to possible litigation risks including tenure disputes, environmental claims, occupational health and safety claims and employee claims. Further, BTN, AMC and BML may be involved in disputes with other parties in the future which may result in litigation. Any such claim or dispute if proven, may impact adversely on their operations, financial performance and financial position. BTN is not currently engaged in any material litigation and to the best of BTN’s knowledge, neither is AMC or BML.
(d) Trading Price of BTN Shares and BTN Consideration Options
BTN’s operating results, economic and financial prospects and other factors will affect the trading price of the BTN Shares and BTN
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Consideration Options. In addition, the price of BTN Shares and BTN Consideration Options is subject to varied and often unpredictable influences on the market for equities, including, but not limited to general economic conditions including the Australian dollar and United States dollar performance on world markets, inflation rates, foreign exchange rates and interest rates, variations in the general market for listed stocks in general or Australian mining stocks in particular, changes to government policy, legislation or regulation, industrial disputes, general operational and business risks and hedging or arbitrage trading activity that may develop involving the BTN Shares and BTN Consideration Options.
In particular, the securities prices for many junior mineral exploration companies have been, and may in the future be, highly volatile, which in many cases may reflect a diverse range of non-company specific influences such as global hostilities and tensions relating to certain unstable regions of the world, acts of terrorism and the general state of the global economy. No assurances can be made that BTN’s market performance will not be adversely affected by any such market fluctuations or factors.
(e) Additional Requirements for Capital
The Merged Entity’s capital requirements will depend on numerous factors. Depending on the Merged Entity’s ability to generate income from its operations, the Merged Entity may require further financing in addition to amounts raised under the Capital Raising. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programmes as the case may be.
(f) Competition Risk
The industry in which the Merged Entity will be involved in is subject to domestic and global competition. Although BTN and the Merged Entity will undertake all reasonable due diligence in business decisions and operations, BTN and the Merged Entity will have no influence or control over the activities or actions of its competitors, which activities or actions may, positively or negatively, affect the operating and financial performance of BTN’s or the Merged Entity’s projects and business.
(g) Force Majeure
BTN, AMC, BML and their respective projects, now or in the future may be adversely affected by risks outside the control of BTN, AMC and BML respectively, including labour unrest, civil disorder, war, subversive activities or sabotage, extreme weather conditions, fires, floods, explosions or other catastrophes, epidemics or quarantine restrictions.
(h) Economic Risks
General economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Merged Entity’s exploration, development and production activities, as well as on its ability to fund those activities.
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Further, share market conditions may affect the value of the Company’s quoted securities regardless of the Company’s operating performance. Share market conditions are affected by many factors such as:
(i) general economic outlook;
(ii) interest rates and inflation rates;
(iii) currency fluctuations;
(iv) changes in investor sentiment toward particular market sectors;
(v) the demand for, and supply of, capital; and
(vi) terrorism or other hostilities.
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14. MATERIAL CONTRACTS
14.1 Mandate
The Company has entered into a corporate advisory and capital raising mandate with Greenwich, under which Greenwich agreed to facilitate the acquisition of AMC and BML by BTN and to coordinate any Capital Raising that is completed concurrently with the Offers and the BML Offer (Mandate).
The material terms of the Mandate are as follows:
(a) in consideration for providing strategic advice under the Mandate, the Company has agreed to pay a strategic advice fee of 50,000,000 BTN Shares and 50,000,000 BTN Options (on the same terms as the BTN Consideration Options) to Mr Laurence James Kiernan, a related party of Greenwich;
(b) in consideration for providing services in respect of the Capital Raising under the Mandate, the Company has agreed to pay Greenwich (or its nominee) the following fees:
(i) the issue of:
(A) 195,000,000 BTN Shares; and
(B) 195,000,000 BTN Options (on the same terms as the BTN Consideration Options);
(ii) a capital raising fee of 6% of the amount raised under the Capital Raising; and
(iii) a corporate advisory fee of $5,000 per month for a 12 month period,
all of which are payable within 7 days after the Capital Raising is completed and BTN secures acceptances to the Share Offer of 50.1%;
(c) the Company must reimburse Greenwich for its out of pocket and other reimbursable expenses;
(d) Greenwich has the right to appoint an independent director to BTN’s board; and
(e) Greenwich has the discretion to determine the investors to which the BTN Shares and BTN Options under the Capital Raising will be issued.
14.2 Westchester Loan Agreement
The Company is party to a loan agreement with Westchester Pty Ltd (Westchester) (Westchester Loan Agreement) pursuant to which Westchester agreed to provide a loan to the Company for working capital purposes. Interest is charged on the loan at 15% per annum. The Company currently owes Westchester $586,947 under the Westchester Loan Agreement. Jonathan Remta, a Director of BTN is also a director of Westchester. Westchester is wholly owned by related parties of Jonathan Remta. Westchester has agreed with the Company that the $586,947 liability under the Westchester loan will be satisfied in full by the payment to Westchester of a reduced figure of $350,000 which will be paid by the Company once sufficient funding is available.
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14.3 Kiernan Loan Agreement
The Company is party to a loan agreement with Laurence James Kiernan (Kiernan Loan Agreement) pursuant to which Laurence James Kiernan agreed to provide a loan to the Company. Interest is charged on the loan at 20% per annum. The Company currently owes Laurence James Kiernan $150,000 under the Kiernan Loan Agreement. Laurence James Kiernan is a related party of Greenwich. It is intended that the loan will be fully satisfied (including interest) by the issue to Laurence James Kiernan of 15,000,000 BTN Shares and 15,000,000 BTN Options (on the same terms and conditions as the BTN Consideration Options).
14.4 Sun Hill/BTN Agreement
The Company, Sun Hill, Sun International Investment Co Ltd, Union Resource Investment Group Co Ltd and various other parties are parties to a Shareholder’s Agreement dated 25 May 2010 (Sun Hill Agreement) pursuant to which the Company acquired its 70% shareholding interest in Sun Hill. Sun Hill holds the Antrong Gold Project Exploration Licence which comprises the three concession areas known as Antrong, Ropoah and Kang Roland North (Sun Hill Concessions).
Under the terms of the Sun Hill Agreement, the Company is obliged to solely fund all exploration expenditure on the Sun Hill Concessions until a decision to mine is made. The minimum expenditure commitment which Sun Hill requires the Company to fund is USD$200,000 in each period of six months until 31 December 2014 (unless a decision to mine is made earlier). The Company is entitled to engage third party managers, as well as employees and consultants at the cost of Sun Hill where appropriate. Once a decision to mine is made the sole funding obligation ends and each of the Sun Hill shareholders must contribute to funding requirements on a proportionate basis as determined by the board and cash calls made to be satisfied by loans or subscriptions for additional shares in Sun Hill.
If the Company defaults in its sole funding obligations under the Sun Hill Agreement or after a decision to mine it defaults in its obligations to contribute its proportionate share of funding requirements, the default provisions may be invoked by the other shareholders with the result that the Company is required to transfer its shares to the other shareholders in Sun Hill for a price which is 25% of the fair market value determined by an independent valuation. If any other shareholders default under the terms of the funding obligations they are required to transfer their shares for a price which is 100% of the fair market value determined by an independent valuation.
Under the Sun Hill Agreement, the Company must issue Sun International Investment Co Ltd and Union Resource Investment Group Co Ltd (in the proportions 35% and 65% respectively) shares in BTN to the value of USD$500,000 (based on the average trading price on ASX in the previous ten business days on which shares in BTN were traded) on the earlier of 31 December 2014 or the date of commencement of a bankable feasibility study on the Sun Hill Concessions.
The Company is committed to issue further shares in BTN to the vendors of Sun Hill, namely Sun International Investment Co Ltd and Union Resource Investment Group Co Ltd (in the proportions 35% and 65% respectively) as contingent deferred consideration for the acquisition of its shareholding in Sun Hill (which is based on the performance of Sun Hill in relation to the Sun Hill Concessions and so may therefore not be payable if the performance hurdles are not met by Sun Hill) as follows:
(a) shares to the value of USD$500,000* on the date of completion of a bankable feasibility study on the Sun Hill Concessions;
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(b) shares to the value of USD$1,600,000* on the decision to mine date;
(c) shares to the value of USD$500,000* on the date the Company establishes a JORC-compliant proved ore reserve of at least 1 million ounces of gold;
(d) shares to the value of USD$500,000* on the date the Company establishes a JORC-compliant proved ore reserve of at least 1.5 million ounces of gold;
(e) shares to the value of USD$1,000,000* on the date the Company establishes a JORC-compliant proved ore reserve of at least 2 million ounces of gold; and
(f) shares to the value of USD$1,000,000* on the date the Company establishes a JORC-compliant proved ore reserve of at least 3 million ounces of gold,
* based on the average trading price on ASX in the previous ten business days on which BTN Shares were traded.
Further, the Company is required to pay Sun International Investment Co Ltd and Union Resource Investment Group Co Ltd (in the proportions 35% and 65% respectively) a net smelter royalty on 80% of any copper extracted and mined by Sun Hill from the Sun Hill Concessions, ranging between a 1% net smelter royalty in excess of 50,000 tons of contained copper, rising to 2% for in excess of 200,000 tons.
Under certain circumstances (including BTN failing to sole spend or spend minimum amounts as noted in the Sun Hill Agreement, failing to issue shares to Sun International Investment Co Ltd and Union Resource Investment Group Co Ltd as noted above, not keeping the Sun Hill Concessions in good order and failing to start a Definitive Feasibility Study, Bankable Feasibility Study or industrial mining according to programmes and budgets) a Reversion Event may occur. If a Reversion Event occurs, Sun International Investment Co Ltd is entitled to elect to have all the shares held by BTN in Sun Hill (700 shares representing 70% of Sun Hill’s issued capital) to be transferred to Sun International Investment Co Ltd for $1. However, BTN may retain a certain number of shares in Sun Hill as follows:
(a) 100 shares (10% of Sun Hill) if BTN has funded at least US$1,000,000 of joint venture expenditure on the Sun Hill Concessions;
(b) 200 shares (20% of Sun Hill) if BTN has funded at least US$2,500,000 of joint venture expenditure on the Sun Hill Concessions; and
(c) 250 shares (25% of Sun Hill) if BTN has funded at least US$3,000,000 of joint venture expenditure on the Sun Hill Concessions.
14.5 Summer Gold/BML Agreement
Summer Gold, BML, Jonathan Remta and Heath Jason Shen are parties to a Memorandum of Understanding dated 12 June 2008 as amended by an Agreement dated 7 March 2011 (Summer Gold Agreement) pursuant to which BML acquired its 70% shareholding interest in Summer Gold. Summer Gold holds the Oyadao Project and Kang Roland South Project Exploration Licences (Summer Gold Concessions).
Under the terms of the Summer Gold Agreement, BML and Heath Jason Shen entered into a joint venture in respect of the Summer Gold Concessions by virtue
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of their respective shareholdings in Summer Gold. BML is obliged to sole fund all exploration expenditure on the Summer Gold Concessions until a bankable feasibility study is completed. The minimum expenditure commitment which Summer Gold requires BML to sole fund is USD$1,750,000 in addition to what BML has already spent on the Summer Gold Concessions although BML has the right to terminate the Summer Gold Agreement upon spending a minimum of USD$1,000,000 on the Summer Gold Concessions. BML is entitled to reasonably decide all matters concerning the Summer Gold Concessions and any further joint venture agreements with any other companies and groups. Once a decision to mine is made the sole funding obligation of BML ends and each of the Summer Gold shareholders must contribute to funding requirements on a proportionate basis to their respective shareholdings. BML has a right of first refusal to acquire Heath Jason Shen’s shareholding in Summer Gold.
Under the Summer Gold Agreement, the BML directors agreed to arrange for the Summer Gold Concessions to be vended into a company listed on the ASX (Listed Co) which included agreeing a takeover of BML by Listed Co. BML is required to procure that Heath Jason Shen be paid:
(a) US$50,000 within 3 months of Listed Co completing a takeover of BML; and
(b) US$420,000 within 14 days of the confirmation of renewal of the Summer Gold Concessions,
as deferred consideration for the acquisition of the Summer Gold Concessions.
Further, BML is required under the Summer Gold Agreement to procure that further shares in Listed Co are issued to Heath Jason Shen as contingent deferred consideration for the acquisition of its shareholding in Summer Gold (which is based on the performance of Summer Gold in relation to the Summer Gold Concessions and so may therefore not be payable if the performance hurdles are not met by Summer Golf) as follows:
(a) shares to the value of USD$100,000* if after the completion of 12 months’ work on the Summer Gold Concessions by BML, BML decides to continue with further and continued work on the Summer Gold Concessions, to be issued within 21 days of the expiry of such 12 month period;
(b) shares to the value of USD$150,000* on the date of commencement of the first bankable feasibility study undertaken on either of the Summer Gold Concessions;
(c) shares to the value of USD$500,000* on the date a first decision to mine is made with respect to either of the Summer Gold Concessions;
(d) shares to the value of USD$250,000* on establishing a proved ore reserve of at least 500,000 ounces of gold on the Summer Gold Concessions;
(e) shares to the value of USD$500,000* on establishing a proved ore reserve of at least 1,250,000 ounces of gold on the Summer Gold Concessions; and
shares to the value of USD$750,000* on establishing a proved ore reserve of at least 2,000,000 ounces of gold on the Summer Gold Concessions,
* based on the average trading price on ASX in the previous ten business days on which shares in the Listed Co were traded.
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The Company notes that should the BML Offer be successful, the Company will be the ‘Listed Co’ for the purposes of the Summer Gold Agreement.
14.6 AMC Loan Agreement
The Company is party to a loan agreement with AMC pursuant to which AMC agreed to provide an interest free loan to the Company for working capital purposes. The Company currently owes AMC $150,000 under the loan which is to be repaid by the Company once sufficient funding is available.
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15. ADDITIONAL INFORMATION
15.1 BTN’s Interest in AMC Shares and AMC Options
As at the date of this Bidder’s Statement:
(a) BTN has no voting power in AMC; and
(b) BTN has no Relevant Interest in AMC Shares or AMC Options.
Immediately before the Offers are sent:
(a) BTN will have no voting power in AMC; and
(b) BTN will have no Relevant Interest in AMC Shares or AMC Options.
15.2 Acquisitions of AMC Shares and AMC Options by BTN and its Associates
(a) Previous 4 months
Neither BTN nor any Associate of BTN has provided, or agreed to provide, consideration for AMC Securities under any purchase or agreement during the period beginning 4 months before the date of this Bidder’s Statement ending on the day immediately before the date of this Bidder’s Statement.
(b) Period before Offers
Neither BTN nor any Associate of BTN has provided, or agreed to provide, consideration for AMC Securities under any purchase or agreement during the period starting on the date of this Bidder’s Statement and ending on the date immediately before the date of the Offers.
15.3 No Escalation Agreements
Neither BTN nor any Associate of BTN has entered into any escalation agreement that is prohibited by Section 622 of the Corporations Act.
15.4 Collateral Benefits
(a) Previous 4 months
During the period beginning 4 months before the date of this Bidder’s Statement and ending on the day immediately before the date of this Bidder’s Statement, neither BTN nor any Associate of BTN gave, or offered to give or agreed to give, a benefit to another person that was likely to induce the other person, or an Associate of that person, to:
(i) accept the Offers; or
(ii) dispose of their AMC Shares or AMC Options,
and which is not offered to all holders of AMC Shares or AMC Options under the Offers.
(b) Period before Offers
During the period starting on the date of this Bidder’s Statement and ending on the date immediately before the date of the Offers, neither
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BTN nor any Associate of BTN gave, or offered to give or agreed to give, a benefit to another person that was likely to induce the other person, or an Associate of that person, to:
(i) accept the Offers; or
(ii) dispose of their AMC Shares or AMC Options,
and which is not offered to all holders of AMC Shares or AMC Options under the Offers.
15.5 Disclosure of Information
Due to the fact that BTN is offering BTN Shares and BTN Consideration Options as consideration for the acquisition of AMC Shares and AMC Options under the Offers, the Corporations Act requires that this Bidder’s Statement must include all information that would be required for a prospectus for an offer of BTN Shares or BTN Consideration Options under Sections 710 to 713 of the Corporations Act.
As a company whose shares are quoted on ASX, BTN is subject to regular disclosure requirements. In particular, BTN is required to disclose information concerning its finances, activities and performance. This disclosure is available on BTN’s website as well as on the ASX website (ASX Code: BTN).
Please refer to Section 7.9 for further details in relation to BTN’s corporate governance policies.
15.6 Interests and Benefits Relating to the Offers
(a) Interests
Other than as set out below or elsewhere in this Bidder’s Statement, no:
(i) Director or proposed director of BTN;
(ii) person named in this Bidder’s Statement as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Bidder’s Statement;
(iii) promoter of BTN; or
(iv) broker or underwriter in relation to the issue of BTN Shares and BTN Consideration Options pursuant to the Offers or financial services licensee named in this Bidder’s Statement as being involved in the issue of BTN Shares and BTN Consideration Options,
(together, the Interested Persons) has, or had within 2 years before the date of this Bidder’s Statement, any interest in:
(v) the formation or promotion of BTN;
(vi) any property acquired or proposed to be acquired by BTN in connection with its formation or promotion or in connection with the offer of BTN Shares and BTN Consideration Options under the Offers; or
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(vii) the offer of BTN Shares and BTN Consideration Options under the Offers.
(b) Implied Value of the Share Offer
Based on the closing price of a BTN Share on ASX on 5 December 2013 (the last day on which trades in BTN Shares occurred before the announcement of the Offers) of $0.01 (being $0.20 on a post-Consolidation basis) and the valuation of BTN Consideration Options set out in Section 7.11, the implied value of the Share Offer is $0.033212 per AMC Share.
Based on the closing price of a BTN Share on ASX on 3 February 2014 (the last practicable trading day before this Bidder’s Statement was lodged with ASIC), of $0.01 and the valuation of BTN Consideration Options set out in Section 7.11, the implied value of the Share Offer is also $0.033212 per AMC Share, as above.
The BTN Consideration Options valuation was conducted on 29 January 2014 and will not change.
The implied value of the Share Offer will change as a consequence of changes in the market price of BTN Shares from time to time. The following table may assist AMC Shareholders to determine the implied value of the Share Offer at different BTN Share price levels. The table is not an indication of prices at which BTN Shares may trade – BTN Shares may trade within this range or at higher or lower levels. The prices in the table of an AMC Share are the same pre and post-Consolidation of the BTN Shares.
Price of a BTN Share ($) Implied offer price for an AMC Share ($)
Pre-Consolidation
Post-Consolidation
$0.005 $0.10 $0.2171
$0.01 $0.20 $0.3321
$0.015 $0.30 $0.4471
$0.02 $0.40 $0.5621
$0.025 $0.50 $0.6771
$0.03 $0.60 $0.7921
$0.035 $0.70 $0.9071
$0.04 $0.80 $1.0221
$0.045 $0.90 $1.1371
$0.05 $1.00 $1.2521
(c) Implied Value of the Option Offer
Based on the closing price of a BTN Share on ASX on 5 December 2013 (the last day on which trades in BTN Shares occurred before the announcement of the Offers) of $0.01 (being $0.20 on a post-Consolidation basis), the implied value of the Option Offer is $0.001 per AMC Option.
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Based on the closing price of a BTN Share on ASX on 3 February 2014 (the last practicable trading day before this Bidder’s Statement was lodged with ASIC), of $0.01, the implied value of the Option Offer is also $0.01 per AMC Option.
The implied value of the Option Offer will change as a consequence of changes in the market price of BTN Shares from time to time. The following table may assist AMC Optionholders to determine the implied value of the Option Offer at different BTN Share price levels. The table is not an indication of prices at which BTN Shares may trade – BTN Shares may trade within this range or at higher or lower levels. The prices in the table of an AMC Option are the same pre and post-Consolidation of the BTN Shares.
Price of a BTN Share ($) Implied offer price for an AMC Option ($)
Pre-Consolidation
Post-Consolidation
$0.005 $0.10 $0.0005
$0.01 $0.20 $0.0010
$0.015 $0.30 $0.0015
$0.02 $0.40 $0.0020
$0.025 $0.50 $0.0025
$0.03 $0.60 $0.0030
$0.035 $0.70 $0.0035
$0.04 $0.80 $0.0040
$0.045 $0.90 $0.0045
$0.05 $1.00 $0.0050
(d) Disclosure of Fees and Benefits Received by Certain Persons
Other than as set out below or elsewhere in this Bidder’s Statement, no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given:
(i) to a Director or proposed director of BTN to induce them to become, or to qualify as, a director of BTN; or
(ii) for services provided by an Interested Person in connection with the formation or promotion of BTN or the offer of BTN Shares and BTN Consideration Options under the Offers.
(e) Expenses of the Offers
The total amount of cash that BTN may become obliged to pay to satisfy all expenses incurred by BTN and relating to the Offers will be provided from BTN’s existing cash balances and the proceeds of the Capital Raising.
BTN estimates it will incur fees for services provided in connection with the Offers, including for legal, taxation, financial advisers, share register and ASX and other professional fees, in the amount of approximately $205,000 (excluding GST).
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15.7 Disclosure of Interests of Directors
The current Directors of BTN have the interests in BTN securities as at the date of this Bidder’s Statement as set out in Section 7.18. The Directors of BTN have no interests in AMC Securities as at the date of this Bidder’s Statement.
15.8 Fees and Benefits of Directors
The Constitution of BTN provides that the non-executive Directors may be paid for their services as non-executive Directors a sum not exceeding such fixed sum per annum as may be determined by BTN in general meeting, to be divided among the non-executive Directors and in default of agreement then in equal shares. The remuneration of a Managing Director will be determined by the Directors. The annual remuneration (inclusive of superannuation) of the current Directors for the last two financial years and the current financial year is as follows:
Director 2012 Financial Year
2013 Financial Year
2014 Financial Year
(proposed)
Peter Remta $93,064 $93,176 $90,000
Jonathan Remta $229,772 $213,576 $130,000
Kim Thomas $38,064 $38,176 $40,000
BTN’s financial year end is 30 June.
Directors, companies associated with the Directors or their Associates are also reimbursed for all reasonable expenses incurred in the course of conducting their duties which include, but are not in any way limited to, out of pocket expenses, travelling expenses, disbursements made on behalf of BTN and other miscellaneous expenses.
The remuneration of Directors is reviewed annually by BTN. The figures for the 2014 Financial Year are current as at the date of this Bidder’s Statement.
15.9 Restricted securities
As the BTN Shares and BTN Consideration Options to be issued to accepting AMC Securityholders will be issued in consideration for the acquisition of a classified asset, AMC Securityholders may be required under the ASX Listing Rules to enter into restriction agreements under which they will be restricted from trading their BTN shares or BTN Consideration Options issued as Offer Consideration or BTN Shares issued upon exercise of the BTN Consideration Options for periods of between 12 and 24 months.
AMC Shareholders who have paid less than $0.23 for each of their AMC Shares should note that ASX may impose trading restrictions on the BTN Securities they are issued under the Offers based on the difference between $0.23 and the cash actually paid for each AMC Share. Similarly, AMC Optionholders who have paid less than $0.001 for each of their AMC Options should note that ASX may impose trading restrictions on the BTN Consideration Options they are issued under the Offers based on the difference between $0.001 and the cash actually paid for each AMC Option.
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During the period in which these securities are prohibited from being transferred, trading in BTN Securities may be less liquid which may impact on the ability of a BTN Securityholder to dispose of his or her BTN Securities in a timely manner.
The Company will announce to the ASX full details (quantity and duration) of the BTN Securities required to be held in escrow prior to the BTN Securities recommencing trading on ASX.
The Company will not be applying to the ASX for a waiver from the restriction requirements. If ASX requires restriction agreements to be entered into, these agreements will be entered into in accordance with the Listing Rules.
AMC Securityholders should note that by completing and returning the enclosed Acceptance Form they will agree to any trading restrictions that ASX imposes on the BTN Securities they are issued and will appoint the Company as their attorney to execute on their behalf any restriction agreements required by ASX.
15.10 Material Litigation
As at the date of this Bidder’s Statement, BTN is not aware of any instituted or threatened litigation of a material nature, or other legal proceedings in relation to BTN of a material nature.
15.11 Ineligible Foreign Securityholders
AMC Securityholders who are Ineligible Foreign Securityholders will not be entitled to receive BTN Securities as consideration for their AMC Securities pursuant to the Offers.
An AMC Securityholder is an Ineligible Foreign Securityholder for the purposes of the Offers, if their address as shown in the register of members of AMC is in a jurisdiction other than Australia or its external territories. However, such a person will not be an Ineligible Foreign Securityholder if BTN is satisfied, in its sole discretion, that it is not legally or practically constrained from making the Offers to an AMC Securityholder in the relevant jurisdiction and to issue BTN Securities to such an AMC Securityholder on acceptance of the Offers, and that it is lawful for the AMC Securityholder to accept the Offers in such circumstances in the relevant jurisdiction. Notwithstanding anything else in this Bidder’s Statement, BTN is not under any obligation to spend any money, or undertake any action, in order to satisfy itself concerning any of these matters.
The BTN Securities which would otherwise have been issued to Ineligible Foreign Securityholders will instead be issued to the Sale Nominee who will sell these BTN Securities. The proceeds of the sale (less any transaction costs) of such BTN Securities will then be remitted to the relevant Ineligible Foreign Securityholders.
15.12 Nominee
As required under Section 619(3) of the Corporations Act, the Company will, if necessary, appoint a Sale Nominee, subject to ASIC’s consent, to act as the nominee appointed by the Company in relation to the Ineligible Foreign Securityholder provided that the Sale Nominee holds an appropriate financial services licence while it is appointed as Sale Nominee.
15.13 Status of Conditions
The conditions of the Offers are set out in Section 1.9 of Annexure A. BTN will use all reasonable endeavours to ensure the Conditions are satisfied as soon as possible after the date of this Bidder’s Statement.
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As at the date of this Bidder’s Statement, BTN is not aware of any events which would result in a breach or inability to satisfy the Conditions.
BTN will give a notice of the status of the Conditions in accordance with the Corporations Act on 20 March 2014 (subject to extension if the Offers Period is extended).
15.14 Regulatory Approvals
As set out in Annexure A, the Offers are conditional upon obtaining various approvals, including from BTN Shareholders, the ASX and ASIC.
ASX Listing Rule 11.1 provides that where an entity proposes to make a significant change, either directly or indirectly, to the nature or scale of its activities, it must provide full details to ASX as soon as practicable. ASX Listing Rule 11.1.2 provides that, if ASX requires, the entity must get the approval of shareholders and must comply with any requirements of ASX in relation to the notice of meeting.
ASX has indicated to the Company that, given the significant change in the nature and scale of the activities of the Company upon completion of the Offers and the BML Offer, it requires the Company to obtain the approval of its shareholders.
Additionally, ASX has informed BTN that BTN Shareholder approval and compliance with Chapters 1 and 2 is required. Amongst other things, the provisions of Chapters 1 and 2 of the Listing Rules require the Company to undertake or comply with the following:
(a) subject to any exemptions granted by the ASX, any new BTN Share issues must be made at a minimum of $0.20 in order to raise additional working capital and any BTN Options must have an exercise price of no less than $0.20;
(b) obtain the requisite BTN Shareholder spread;
(c) prepare a prospectus, which will be in accordance with the provisions of the Corporations Act;
(d) have an appropriate structure and operations; and
(e) satisfy either of the tests set down in the ASX Listing Rules in relation to the Company’s profitability or the Company’s asset value.
Pursuant to the BTN Notice of Meeting, BTN will seek Shareholder approval for these approvals, as relevant.
Further information in relation to the necessary approvals and compliance requirements will be contained in the BTN Notice of Meeting.
15.15 Consents
Each of the parties referred to in this Section 15.15:
(a) to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Bidder’s Statement other than a reference to its name and a statement included in this Bidder’s Statement with the consent of that party as specified in this Section 15.14; and
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(b) has not caused or authorised the issue of this Bidder’s Statement.
Each of the following has consented to being named in this Bidder’s Statement in the capacity as noted below and have not withdrawn such consent prior to the lodgement of this Bidder’s Statement with ASIC:
(a) Pitcher Partners Corporate & Audit (WA) Pty Ltd as AMC’s auditor and also to the inclusion of AMC’s 2011 - 2012 audited accounts in this Bidder’s Statement; and
(b) Stantons International Audit and Consulting Pty Ltd as the Company’s auditor and also to the inclusion of the Company’s 2011 - 2013 audited accounts in this Bidder’s Statement.
This Bidder’s Statement includes statements which are made in, or based on statements made in, documents lodged with ASIC or on the Company’s announcement platform of ASX. Under the Class Order 13/521, the parties making those statements are not required to consent to, and have not consented to, inclusion of those statements in this Bidder’s Statement. If you would like to receive a copy of any of these reports or statements free of charge, please contact BTN on +61 8 9368 1200.
As permitted by ASIC Class Order 13/523, this Bidder’s Statement may include or be accompanied by certain statements fairly representing a statement by an official person or from a public official document or a published book, journal or comparable publication.
In addition, as permitted by ASIC Class Order 07/429, this Bidder’s Statement contains ASX share price trading information sourced from ASX without its consent.
15.16 Other Material Information
There is no other information material to the making of a decision by a holder of AMC Securities whether or not to accept the Offers being information that is known to BTN and which has not previously been disclosed to AMC Securityholders, other than as is contained elsewhere in this Bidder’s Statement.
15.17 Expiry Date
No BTN Securities will be issued on the basis of this Bidder’s Statement after the date which is 13 months after the date of this Bidder’s Statement and the Offers will only remain open for a maximum of 12 months.
15.18 Date for Determining Holders
For the purposes of Section 633 of the Corporations Act, the date for determining the people to whom this Bidder’s Statement is sent is the Record Date.
15.19 ASIC Modifications and Exemptions
ASIC has published various “Class Order” instruments providing for modifications and exemptions that apply generally to all persons, including BTN, in relation to the operation of Chapter 6 of the Corporations Act. BTN may rely on this “Class Order” relief.
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16. DIRECTORS’ AUTHORISATION
This Bidder’s Statement is dated 4 February 2014 and was approved pursuant to a unanimous resolution passed at a meeting of the Directors of BTN.
Signed for and on behalf of Brighton Mining Group Limited Peter Remta Chairman
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17. DEFINITIONS AND INTERPRETATION
17.1 Definitions
In this Bidder’s Statement (including its Annexure), unless the context otherwise requires:
Acceptance Forms means the forms for acceptance of the Share and Option Offers accompanying this Bidder’s Statement or alternatively any acceptance form sent to an AMC Securityholder by BTN’s share registry in relation to the Offers, as the context requires.
AMC means Asia Minerals Corporation Limited (ABN 34 146 588 507).
AMC Board means the board of directors of AMC.
AMC Option means an option to acquire an AMC Share.
AMC Optionholder means a holder of an AMC Option.
AMC Securities means AMC Shares and AMC Options.
AMC Securityholder means a holder of an AMC Security.
AMC Share means a fully paid ordinary share in the capital of AMC.
AMC Shareholder means a holder of an AMC Share.
Annexure means an annexure to this Bidder’s Statement.
Announcement Date means 4 December 2013, being the date the Offers were announced on ASX.
Acquisitions means the acquisitions of all AMC Securities and BML Shares.
Associate has the meaning given in chapter 6 of the Corporations Act.
ASIC means the Australian Securities and Investments Commission.
ASX means ASX Limited (ACN 008 624 691) or Australian Securities Exchange (as the context requires).
ASX Settlement Corporation means ASX Settlement Pty Ltd ABN 49 008 504 532.
ASX Settlement Operating Rules means the operating rules of the ASX Settlement Facility (as defined in Rule 1.1.1 and Rule 1.1.2 of the ASX Settlement Operating Rules) in accordance with Rule 1.2 which govern, inter alia, the administration of the CHESS subregisters.
ASX Listing Rules means the official listing rules of ASX, as amended from time to time.
Automic Registry Services is the business name of Automic Pty Ltd (ABN 27 152 260 814).
Bid Period has the meaning given to that term in the Corporations Act.
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Bidder’s Statement means this document including the Annexure.
BML means Brighton Mining Limited (ABN 18 117 493 160).
BML Bidder’s Statement means the bidder’s statement to be lodged on or about the same day as this Bidder’s Statement in relation to the BML Offer.
BML Offer means the off-market offer by BTN to acquire 100% of the share capital of BML on the basis of five (5) BTN Shares and five (5) BTN Consideration Options for every three (3) BML Shares held.
BML Share means a fully paid ordinary share in the capital of BML.
BML Shareholder means a holder of a BML Share.
BTN or Company means Brighton Mining Group Limited (ABN 83 140 818 686) or the Merged Entity as the context requires.
BTN Consideration Option means an option to acquire a BTN Share on the terms and conditions set out in Section 7.16.
BTN General Meeting means the meeting of BTN Shareholders to be held in March 2014.
BTN Notice of Meeting means the Notice for the BTN General Meeting as required under the ASX Listing Rules and the Corporations Act.
BTN Option means an option to acquire a BTN Share.
BTN Optionholder means a holder of a BTN Option.
BTN Securities means BTN Shares and BTN Options.
BTN Securityholder means a holder of a BTN Security.
BTN Share means a fully paid ordinary share in the capital of BTN.
BTN Shareholder means a holder of a BTN Share.
BTN Shareholder Resolutions means resolutions to be put to BTN Shareholders at the BTN General Meeting to consider and (if thought fit) approve:
(a) the change to the nature and scale of BTN’s activities as a result of the Offers and the BML Offer, for the purposes of ASX Listing Rule 11.1.2; and
(b) the Consolidation.
Board or BTN Board means the board of directors of BTN.
Business Day means a day that is not a Saturday, Sunday or any other day which is a public holiday or a bank holiday in Western Australia.
Capital Raising means the capital raising that the Company intends to undertake concurrently with the Offers and the BML Offer, as set out in Section 7.5.
CGT means capital gains tax as defined in the Income Tax Assessment Act 1997 (Cth).
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CHESS means Clearing House Electronic Subregister System as defined in Rule 2.3.1 of the ASX Settlement Operating Rules.
CHESS Holding means a number of shares or options which are registered on a company’s share or option register being a register administered by the ASX Settlement Corporation and which records uncertified holdings of shares and options.
Conditions means the conditions set out in Section 1.9 of Annexure A.
Consolidation means the consolidation of the share and option capital of BTN on a 1:20 basis.
Constitution means the constitution of BTN.
Corporations Act means the Corporations Act 2001 (Cth).
Director means a director of BTN as at the date of this Bidder’s Statement.
Government Agency means a government or government department, a governmental or semi-governmental or judicial person (whether autonomous or not) charged with the administration of any applicable law.
Greenwich means Greenwich Equities Pty Ltd (ACN 055 271 577).
Ineligible Foreign Securityholder means any AMC Securityholder whose address, as entered in the register of members of AMC, is in a jurisdiction other than Australia (and its external Territories), unless BTN otherwise determines after being satisfied that it is not unlawful, not unduly onerous and not unduly impracticable to make the Offers to an AMC Securityholder in the relevant jurisdiction and to issue BTN Securities to such an AMC Securityholder on acceptance of the Offers, and that it is not unlawful for such an AMC Securityholder to accept the Offers in such circumstances in the relevant jurisdiction.
Mandate means the mandate between the Company and Greenwich on the terms set out in Section 14.1.
Merged Entity means BTN (or the Company) and its subsidiaries following the acquisition by BTN of all, or a portion of the AMC Shares, AMC Options and/or BML Shares on issue.
Offers means the Share Offer and the Option Offer.
Offer Consideration means:
(c) in relation to the Share Offer: twenty three (23) BTN Shares for every one (1) AMC share held pre-Consolidation, together with one (1) free attaching BTN Consideration Option for every two (2) BTN Shares issued; and
(d) in relation to the Option Offer: one (1) BTN Share for every ten (10) AMC Options held.
Offers Period means the period during which the Offers are open for acceptance.
Official List of the ASX means the official list of entities that ASX has admitted and not removed.
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Official Quotation means official quotation by the ASX in accordance with the ASX Listing Rules.
Option Offer means the off market offer by BTN of one (1) BTN Share for every ten (10) AMC Options held, on the terms and conditions set out in this Bidder’s Statement.
Perth Time means Perth (Western Australia) Standard Time.
Recompliance means the recompliance of the Company with Chapters 1 and 2 of the ASX Listing Rules.
Record Date means the date set by BTN under Section 633(2) of the Corporations Act, being 5:00pm (Perth time) on 4 February 2014.
Relevant Interest has the meaning given in Section 9 of the Corporations Act.
Rights means all accreditations, benefits and rights attaching to or arising directly or indirectly at or after the Announcement Date (including, but not limited to, all dividends and all rights to receive dividends and to receive or subscribe for shares, stock units, notes or options declared, paid, or issued).
Sale Nominee means the nominee approved by ASIC for the sale of AMC Securities held by the Ineligible Foreign Securityholders.
Share Offer means the off market offer by BTN of twenty three (23) BTN Shares for every one (1) AMC Share held pre-Consolidation, together with one (1) free attaching BTN Consideration Option for every two (2) BTN Shares so issued, on the terms and conditions set out in this Bidder’s Statement.
Subsidiary means a subsidiary within the meaning given to that term in Section 9 of the Corporations Act.
Summer Gold means Summer Gold Investment Private Limited (registered in Cambodia).
Summer Gold Concessions means those concessions in which Summer Gold has an interest.
Sun Hill means Sun Hill Minerals Co Limited (registered in Cambodia).
Sun Hill Concessions means those concessions in which Sun Hill has an interest.
Your Securities means the AMC Shares or AMC Options:
(a) in respect of which you are registered, or entitled to be registered, as holder in the register of shareholders of AMC at the opening of business (Perth Time) on the Record Date; or
(b) to which you are able to give good title at the time you accept the Offers during the Offers Period.
17.2 Interpretation
The following rules of interpretation apply unless intention appears or the context requires otherwise:
(a) a reference to a time is a reference to Perth (Western Australian) time, unless otherwise stated;
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(b) headings are for convenience only and do not affect interpretation;
(c) the singular includes the plural and conversely;
(d) a reference to a Section is to a section of this Bidder’s Statement;
(e) a gender includes all genders;
(f) where a word or phrase is defined, the other grammatical forms have a corresponding meaning;
(g) $, or cents is a reference to the lawful currency in Australia, unless otherwise stated;
(h) a reference to a person includes a body corporate, an unincorporated body or other entity and conversely;
(i) a reference to a person includes a reference to the person’s executors, administrators, successors, substitutes (including persons taking by novation) and assigns;
(j) a reference to any legislation or to any provision of any legislation includes any modification or re-enactment of it, any legislative provision substituted for it and all regulations and statutory instruments issued under it;
(k) a reference to any instrument or document includes any variation or replacement of it;
(l) a term not specifically defined in this Bidder’s Statement has the meaning given to it (if any) in the Corporations Act;
(m) a reference to a right or obligation of any two or more persons confers that right, or imposes that obligation, as the case may be, jointly and individually;
(n) a reference to you is to a person to whom the Offers are made; and
(o) the words ‘include’, ‘including’, ‘for example’ or ‘such as’ are not used as, nor are they to be interpreted as, words of limitation, and, when introducing an example, do not limit the meaning of the words to which the example relates to that example or examples of a similar kind.
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ANNEXURE A – TERMS OF THE OFFERS
1.1 General Terms
(a) BTN offers to acquire all of Your Securities, together with all Rights attached to them, on the following terms and conditions set out in these Offers.
(b) The Offer Consideration being offered by BTN for the acquisition of all of Your Securities is
(i) in relation to the Share Offer: twenty three (23) BTN Shares for every one (1) AMC share held, together with one (1) free attaching BTN Consideration Option for every two (2) BTN Shares so issued; and
(ii) in relation to the Option Offer: one (1) BTN Share for every ten (10) AMC Options held,
subject to the terms and conditions set out in these Offers.
(c) If you become entitled to a fraction of a BTN Share or BTN Consideration Option under the Offers, the number of BTN Securities will be rounded up to the nearest whole BTN Security (if equal to a fraction of 0.5 or greater) or rounded down (if equal to a fraction of less than 0.5).
(d) If you are an Ineligible Foreign Securityholder at the time the Offers are made to you then, despite any other provision of these Offers, you may be offered and may receive for Your Securities a cash amount calculated under Section 1.8 of this Annexure A.
(e) The BTN Shares to be issued pursuant to the Offers will be fully paid and, from their date of issue, will rank equally in all respects with existing BTN Shares currently on issue.
(f) The rights and obligations of the BTN Shares to be issued under the Offers are summarised in Section 7.14 of the Bidder’s Statement.
(g) The BTN Consideration Options to be issued pursuant to the Share Offer will be listed options, exercisable at $0.01 on or before 31 December 2016 and otherwise on the terms and conditions set out in Section 7.16 of the Bidder’s Statement.
(h) The Offers are dated 4 February 2014.
1.2 Offers Period
(a) Unless withdrawn, the Offers will remain open for acceptance during the period commencing on the date of these Offers and ending at 5:00 pm (Perth Time) on the later of:
(i) 31 March 2014; or
(ii) any date to which the Offers Period is extended, in accordance with the Corporations Act.
(b) BTN reserves the right, exercisable in its sole discretion, to extend the Offers Period in accordance with the Corporations Act.
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(c) If, within the last 7 days of the Offers Period, either of the following events occurs:
(i) the Offers are varied to improve the consideration offered; or
(ii) BTN’s voting power in AMC increases to more than 50%,
then the Offers Period will automatically be extended so that it ends 14 days after the relevant events in accordance with Section 624(2) of the Corporations Act.
1.3 Who May Accept
(a) Offers in this form and bearing the same date are being made to each person registered as a holder of AMC Securities on AMC’s register of members at open for business (Perth Time) on the Record Date.
(b) The Offers also extend to each person who becomes registered as the holder of Your Securities during the Offers Period.
(c) A person who:
(i) is able during the Offers Period to give good title to a parcel of AMC Shares or AMC Options; and
(ii) has not already accepted the Offers which relate to those AMC Shares or AMC Options,
may accept as if a Share or Option Offer from BTN on terms identical with the Offers had been made to that person in relation to those AMC Shares or AMC Options.
(d) If, at the time the Offers are made to you, or at any time during the Offers Period, another person is registered as the holder of some or all of Your Securities, then:
(i) a corresponding offer on the same terms and conditions as the Offers will be deemed to have been made to that other person in respect of those AMC Shares or AMC Options; and
(ii) a corresponding offer on the same terms and conditions as the Offers will be deemed to have been made to you in respect of any other AMC Shares or AMC Options you hold to which the Offers relate; and
(iii) the Offers will be deemed to have been withdrawn immediately at that time.
(e) If at any time during the Offers Period you are registered as the holder of one or more parcels of AMC Shares or AMC Options as trustee or nominee for, or otherwise on account of, another person, you may accept as if a separate and distinct offer on the same terms and conditions as the relevant Offer has been made in relation to each of those parcels and any parcel you hold in your own right. To validly accept the Offers for each distinct parcel, you must comply with the procedure in Section 653B(3) of the Corporations Act. If, for the purposes of complying with that procedure, you require additional copies of this
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Bidder’s Statement and/or the Acceptance Form, please call BTN on +61 8 9368 1200 to request those additional copies.
(f) The Offers are not registered in any jurisdiction outside Australia (unless an applicable foreign law treats it as registered as a result of the Bidder’s Statement being lodged with ASIC). It is your sole responsibility to satisfy yourself that you are permitted by any foreign law applicable to you to accept the Offers and to comply with any other necessary formality and to obtain any necessary governmental or other consents.
(g) If Your Securities are registered in the name of a broker, investment dealer, bank, trust company or other nominee you should contact that nominee for assistance in accepting the Offers.
1.4 How to Accept the Offers
(a) You may only accept the Offers in respect of all (and not a lesser number) of Your Securities. For example, if you have 10,000 AMC Shares and you wish to accept the Share Offer, you may only accept the Share Offer in respect of 10,000 AMC Shares.
(b) You may accept the Offers at any time during the Offers Period.
(c) To accept the Offers for AMC Securities held in your name, you must:
(i) complete and sign the Acceptance Form in accordance with the terms of the Share or Option Offer and the instructions on the Acceptance Form; and
(ii) ensure that the Acceptance Form (including any documents required by the terms of the Offers and the instructions on the Acceptance Form) is received before the end of the Offers Period, at the address shown on the Acceptance Form.
(d) Acceptance Forms and Other Documents:
(i) The Acceptance Forms form part of the Offers. The requirements on each Acceptance Form must be observed in accepting the Share or Option Offer.
(ii) For your acceptance to be valid you must ensure that your Acceptance Form (including any documents required by the terms of the Offers and the instructions on the Acceptance Form) are posted or delivered in sufficient time for it to be received by BTN at the address shown on the Acceptance Forms before the end of the Offers Period.
(iii) The postage and transmission of the Acceptance Forms and other documents is at your own risk.
(iv) When accepting the Offers, you must also forward for inspection:
(A) if an Acceptance Form is executed by an attorney, a certified copy of the power of attorney; and
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(B) if an Acceptance Form is executed by the executor of a will or the administrator of the estate of a deceased AMC Securityholder, the relevant grant of probate or letters of administration.
1.5 Validity of Acceptances
(a) Subject to this Section 1.5 of this Annexure A, your acceptance of the Offers will not be valid unless it is made in accordance with the procedures set out in Section 1.4 of this Annexure A.
(b) BTN may, in its sole discretion, at any time deem any Acceptance Form it receives to be a valid acceptance in respect of Your Securities even if a requirement for acceptance has not been complied with.
(c) BTN may at any time in its sole discretion:
(i) treat the receipt by it of an Acceptance Form during the Offers Period (or in an envelope post-marked before the expiry of the Offers Period) as a valid acceptance notwithstanding that one or more of the other requirements for a valid acceptance have not been complied with and without further communication to you; and
(ii) where you have satisfied the requirements for acceptance in respect of only some of your AMC Shares or AMC Options, treat the acceptance as a valid acceptance in respect of all of your AMC Shares or AMC Options.
(d) In respect of any part of an acceptance treated by it as valid, BTN will provide you with the relevant consideration in accordance with Section 1.7(a) of this Annexure A, and the exercise of BTN’s rights under this Section 1.5 of this Annexure A will be conclusive and only evidenced by its so doing. The payment of consideration in accordance with the Offers may be delayed until any irregularity has been resolved or waived and any other documents required to procure registration have been received by BTN.
(e) This Section is not a condition of the Offers.
1.6 The Effect of Acceptance
(a) Once you have accepted the Share or Option Offer, you will be unable to revoke your acceptance and the contract resulting from your acceptance will be binding on you. In addition, you will be unable to withdraw your acceptance of the Share or Option Offer or otherwise dispose of Your Securities, except as follows:
(i) if, by the time specified in Section 1.6 of this Annexure A, the conditions in Section 1.9 of this Annexure A have not all been fulfilled or waived, the Share or Option Offer will automatically terminate and Your Securities will be returned to you; or
(ii) if the Share or Option Offer is varied in accordance with the Corporations Act in a way that postpones for more than one month the time when BTN has to meet its obligations under the Share or Option Offer, and, at the time, the Share or Option Offer is subject to one or more of the conditions in Section 1.9 of
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this Annexure A, you may be able to withdraw your acceptance in accordance with Section 650E of the Corporations Act.
(b) The relevant time for the purposes of Section 1.6(a) is the end of the third business day after the end of the Offers Period.
(c) By following the procedures described in Section 1.4 of this Annexure A, you will be deemed to have:
(i) accepted the Share or Option Offer (as the case may be) (and any variation to it) in respect of the AMC Shares or AMC Options registered in your name to which the Offers relate, regardless of the number of AMC Shares or AMC Options specified in the Acceptance Form;
(ii) agreed to the terms of the Offers and, subject to the conditions contained in Section 1.9 of this Annexure A being fulfilled or waived, agreed to transfer to BTN all of your AMC Securities and all of the Rights attached to those AMC Securities;
(iii) agreed to accept the consideration being offered by BTN and have authorised BTN to place your name on its register of securityholders in respect of BTN Shares and BTN Consideration Options offered by BTN as consideration, and agreed to be bound by the Constitution of BTN;
(iv) in the event that ASX requires that AMC securityholders who receive BTN Securities as Offer Consideration enter into restriction agreements on the terms set out in the ASX Listing Rules, you irrevocably appoint BTN and its Directors as your attorney for the purpose of executing such restriction agreement;
(v) authorised BTN to complete your submitted Acceptance Form by correcting any errors in or omissions from the Acceptance Form as may be necessary:
(A) to make the Acceptance Form an effective acceptance of the Share or Option Offer(s); and/or
(B) to enable registration of the transfer to BTN of your AMC Shares and AMC Options;
(vi) irrevocably authorised and directed AMC to pay to BTN or to account to BTN for all dividends and other distributions and entitlements which are declared, paid or which arise or accrue after the date of the Offers in respect of your AMC Shares (subject to BTN accounting to you for any dividends, distributions or entitlements received by it if your acceptance of the Offers is validly withdrawn pursuant to Section 650E of the Corporations Act or the contract resulting from that acceptance becomes void);
(vii) represented and warranted to BTN that:
(A) BTN will acquire good title to and beneficial ownership of all of your AMC Securities free from all mortgages,
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charges, liens, encumbrances (whether legal or equitable) and other third party interests of any kind;
(B) you have paid AMC all amounts which are due in respect of your AMC Securities;
(C) all of your AMC Securities are fully paid; and
(D) you have full power and capacity to accept the Offers and to sell and transfer the legal and beneficial ownership of your AMC Securities (together with all Rights attached to them) to BTN;
(viii) unless you are an Ineligible Foreign Securityholder (as that expression is defined in Section 17.1 of this Bidder’s Statement), under the Offers, agreed to accept the BTN Shares and BTN Consideration Options to which you become entitled by accepting the Offers subject to the Constitution and the terms of issue of the BTN Shares and BTN Consideration Options and to have authorised BTN to place your name on its register of securityholders as the holder of the BTN Shares and BTN Consideration Options issued to you under the Offers;
(ix) acknowledged and agreed that if you are an Ineligible Foreign Securityholder, BTN will arrange for any BTN Shares and BTN Consideration Options otherwise issuable to you to be issued and sold, and the proceeds (less any transaction costs) to be remitted to you, as described in Section 1.8 of this Annexure A;
(x) represented and warranted to BTN that the making by BTN to you, and your acceptance, of the Offers is lawful under any foreign law which applies to you, to the making of the Offers and to your acceptance of the Offers;
(xi) with effect from the later of acceptance of the Offers and the date that any contract resulting from that acceptance becomes, or is declared unconditional, appointed (and agreed not to revoke that appointment) BTN and each of its directors, secretaries and other officers from time to time severally as your agent and true and lawful attorney, with power to do all things which you could lawfully do concerning your AMC Shares or AMC Options or in exercise of any right or power derived from the holding of your AMC Shares or AMC Options including, without limitation:
(A) attend and vote in respect of your AMC Shares at any and all meetings of AMC;
(B) requisition or join with other holders of AMC Shares in requisitioning and/or convening a meeting of the members of AMC;
(C) demand a poll for any vote to be taken at any meeting of AMC Shareholders;
(D) propose or second any resolutions to be considered at any, and all meetings of AMC Shareholders;
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(E) execute all forms, transfers, assignments, notices, instruments (including instruments appointing a director of BTN as a proxy in respect of all or any of your AMC Shares and a transfer form for your AMC Shares or AMC Options), proxies, consents, agreements and resolutions relating to your AMC Securities;
(F) request AMC to register in the name of BTN or its nominee your AMC Securities which you hold on any register of AMC; and
(G) do all things incidental or ancillary to the foregoing,
and to have agreed that in exercising the powers conferred by that power of attorney, the attorney shall be entitled to act in the interests of BTN as the beneficial owner and intended registered holder of your AMC Securities in respect of which you have accepted the Offers and to have further agreed to do all such acts, matters and things that BTN may require to give effect to the matters the subject of this paragraph (including the execution of a written form of proxy to the same effect as this paragraph which complies in all respects with the requirements of the Constitution of AMC) if requested by BTN. This appointment is irrevocable and terminates upon registration of a transfer to BTN or your AMC Securities;
(xii) with effect from the later of acceptance of the Offers and the date that any contract resulting from that acceptance becomes, or is declared unconditional, agreed not to vote in person at any general meeting of AMC or to exercise (or purport to exercise) in person, by proxy or otherwise, any of the powers conferred on BTN and the directors, secretaries and other officers of BTN by Section 1.6(c)(x) of this Annexure A;
(xiii) irrevocably authorised BTN to notify AMC on your behalf that your place of address for the purposes of serving notices in respect of your AMC Securities is the address specified by BTN in the notification;
(xiv) represented and warranted to BTN that, unless you have notified it in accordance with Section 1.3(e) of this Annexure A, your AMC Shares do not consist of a separate parcel of shares and your AMC Options do not consist of a separate parcel of options; and
(xv) agreed, subject to the conditions of the Offers in Section 1.9 of this Annexure A being fulfilled or freed, to execute all such documents, transfers and assurances, and do all such acts, matters and things that BTN may consider necessary or desirable to convey your AMC Securities registered in your name and Rights to BTN.
(d) The representations, warranties, undertakings and authorities referred to in this Section 1.6 of this Annexure A will (unless otherwise stated) remain in force after you receive the consideration for your AMC Securities and after BTN becomes registered as the holder of them.
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1.7 Payment of Consideration
(a) Subject to the terms of the Offers and the Corporations Act, BTN will provide the consideration for Your Securities on or before the earlier of:
(i) one month after the date of your acceptance or, if the Share and Option Offers are subject to a defeating condition when you accept the Offers, within one month after the Offers become unconditional; and
(ii) 21 days after the end of the Offers Period.
(b) Under no circumstances will interest be paid on the consideration to which you are entitled to under the Offers, regardless of any delay in providing the consideration or any extension of the Offers.
(c) Where the Acceptance Form requires an additional document to be given with your acceptance (such as a power of attorney):
(i) if that document is given with your acceptance, BTN will provide the consideration in accordance with Section 1.7(a) of this Annexure A;
(ii) if that document is given after acceptance and before the end of the Offers Period while the Offers are subject to a defeating condition, BTN will provide the consideration by the end of whichever of the following periods ends earlier:
(A) within one month after the Offers become unconditional; or
(B) 21 days after the end of the Offers Period;
(iii) if that document is given before the end of the Offers Period while the Offers are not subject to a defeating condition, BTN will provide the consideration due to you on or before the earlier of:
(A) one month after that document is given to BTN; and
(B) 21 days after the end of the Offers Period; and
(iv) if that document is given after the end of the Offers Period, and the Offers are not subject to a defeating condition, BTN will provide the consideration within 21 days after that document is given. However, if at the time the document is given, the Offers are still subject to a defeating condition that relates only to the happening of an event of circumstances referred to in Section 652C(1) or (2) of the Corporations Act, BTN will provide the consideration for you within 21 days after the Offers become unconditional.
(d) Subject to Section 1.8 of this Annexure A, the obligation of BTN to issue any BTN Shares or BTN Consideration Options to you, which you are entitled under the Offers will be satisfied by:
(i) entering your name on the register of securityholders of BTN; and
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(ii) dispatching or procuring the dispatch to you by pre-paid post to your last recorded address on the most recent copy of AMC’s register of securityholders after the Offers become unconditional, a confirmation of the issue of BTN Shares and BTN Consideration Options in your name. If Your Securities are held in a joint name, an uncertificated holding statement will be issued in the name of, and forwarded to the last recorded address on the most recent copy of AMC’s register of securityholders.
(e) If, at the time you accept the Offers, any of the following:
(ii) Charter of the United Nations (Dealing with Assets) Regulations 2008 (Cth);
(iii) Charter of the United Nations (Sanctions – Al-Qaida) Regulations 2008 (Cth);
(iv) Charter of the United Nations (Sanctions - Iraq) Regulations 2008 (Cth); or
(v) any other law of Australia,
require that an authority, clearance or approval of the Reserve Bank of Australia, the Australian Taxation Office or any other government authority be obtained before you receive any consideration for Your Securities, or would make it unlawful for BTN to provide any consideration to you for Your Securities, you will not be entitled to receive any consideration for Your Securities until all requisite authorities, clearances or approvals have been received by BTN. As far as BTN is aware, as at the date of this Bidder’s Statement, the persons to whom this Section 1.7(e) of this Annexure A will apply include: prescribed supporters of the former government of Yugoslavia; ministers and senior officials of the Government of Zimbabwe; persons associated with the former government of Iraq (including senior officials, immediate family members of senior officials, or entities controlled by any of those persons); members of the Al Qaida organisation; and a person named in the list maintained pursuant to Section 2 of Resolution 1989 of the
Security Council of the United Nations.
1.8 Ineligible Foreign Securityholders
(a) If you are an Ineligible Foreign Securityholder (as that expression is defined in Section 17.1 of this Bidder’s Statement), you may, if relevant, not be entitled to receive BTN Shares and BTN Consideration Options as the consideration for Your Securities as a result of accepting the Offers, and BTN may:
(i) arrange for the issue to a nominee approved by ASIC (the Sale Nominee) of the number of BTN Securities to which you and all other Ineligible Foreign Securityholders would have been entitled but for Section 1.1(d) of this Annexure A;
(ii) cause the BTN Securities so issued to be offered for sale by the Sale Nominee on ASX as soon as practicable and otherwise in the manner, at the price and on such other terms and
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conditions as are determined by the Sale Nominee acting in good faith; and
(iii) cause the Sale Nominee to pay to you the amount ascertained in accordance with the following formula (calculated on an average basis so that all Ineligible Foreign Securityholders who accept the Offers receive the same proceeds per AMC Share or AMC Option, as relevant, subject to rounding):
Net Proceeds of Sale x YS TS
Where:
Net Proceeds of Sale is the amount received by the Sale Nominee upon the sale of BTN Securities under this Section 1.8 of this Annexure A, less the expenses of the sale (brokerage, stamp duty and other selling costs, taxes and charges);
YS is the number of BTN Securities which would, but for Section 1.8(a) of this Annexure A, have been issued to you; and
TS is the total number of BTN Securities issued to the Sale Nominee under this Section 1.8 of this Annexure A in respect of the AMC Securities held by all Ineligible Foreign Securityholders.
(b) You will be paid your proceeds of the sale of BTN Securities by the Sale Nominee in Australian currency.
(c) Payment will be made by cheque payable in Australian Dollars and drawn on an Australian bank branch posted to you at your risk by ordinary mail (or in the case of overseas shareholders by airmail) as soon as practicable and in any event within the period required by the Corporations Act to your address recorded on the latest copy of the AMC securityholders registers.
(d) Under no circumstances will interest be paid on your share of the proceeds of the sale of BTN Securities by the Sale Nominee, regardless of any delay in remitting these proceeds to you or your receipt of those proceeds.
1.9 Conditions of the Offers
The Offers and any contract that results from acceptance of the Offers are subject to the fulfilment of the following conditions:
(a) BTN obtaining all necessary regulatory approvals pursuant to the ASX Listing Rules, Corporations Act or any other law necessary to complete the Offers, including BTN receiving written confirmation that ASX will re-admit BTN to the Official List of the ASX and terminate the suspension from official quotation of BTN Securities, subject to the satisfaction of such terms and conditions (if any) as are prescribed by ASX or the ASX Listing Rules; and
(b) BTN obtaining the BTN Shareholder Resolutions in accordance with the Corporations Act and ASX Listing Rules before the end of the Offers Period.
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1.10 Freeing the Offers of Conditions
(a) BTN may free the Offers, and any contract resulting from their acceptance, from all or any of the conditions in Section 1.9 of this Annexure A by giving notice to AMC declaring the Share Offer, Option Offer or both Offers to be free from the relevant conditions specified in accordance with Section 650F of the Corporations Act. This notice may be given not less than 7 days before the end of the Offers Period.
(b) If, at the end of the Offers Period the conditions in Section 1.9 of this Annexure A have not been fulfilled and BTN has not declared the Offers (or they have not become) free from those conditions, all contracts resulting from the acceptance of the Offers will be automatically void.
(c) Subject to the provisions of the Corporations Act, BTN alone will be entitled to the benefit of the conditions in Section 1.9 of this Annexure A and any breach or non-fulfilment thereof may be relied upon only by BTN.
1.11 Notice of Status of Conditions
The date for giving the notice required by Section 630(1) of the Corporations Act is 20 March 2014, subject to extension in accordance with 630(2) if the Offers Period is extended.
1.12 Quotation
(a) An application will be made within 7 days after the start of the Bid Period to ASX for the granting of quotation of the BTN Shares and BTN Consideration Options to be issued in accordance with the Offers. However, quotation is not granted automatically on application.
(b) Pursuant to the Corporations Act, the Offers and any contract that results from your acceptance of them are subject to a condition that permission for quotation by ASX (as the circumstances require) of the BTN Securities to be issued pursuant to the Offers being granted no later than 7 days after the end of the Bid Period. If this condition is not fulfilled, all contracts resulting from the acceptance of the Offers will be automatically void.
1.13 Withdrawal of Offers
BTN may withdraw the Offers at any time before you accept them, but only with the consent in writing of ASIC (which consent may be given subject to such conditions, if any, as are imposed by ASIC). If ASIC gives such consent, BTN will give notice of the withdrawal to ASX and to AMC and comply with any other conditions imposed by ASIC.
1.14 Variation
BTN may vary the Offers in accordance the Corporations Act.
1.15 Duty or Other Costs
(a) All costs and expenses of the preparation, dispatch and circulation of the Offers and any duty payable in respect of the transfers will be paid by BTN.
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(b) As long as your AMC Securities are registered in your name and you deliver them directly to BTN, you will not incur any brokerage in connection with your acceptance of the Offers.
1.16 Governing Law
The Offers and any contract that results from your acceptance of the Offers are governed by the laws in force in Western Australia.
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ANNEXURE B – B TN ’S ASX ANNOUNCEMENTS
The Company has lodged the following announcements with ASX since 1 July 2013:
Date Description of Announcement
31/01/2014 Quarterly Cashflow Report
31/01/2014 Quarterly Activities Report
17/01/2014 Appendix 3B
17/01/2014 Cleansing Notice
06/01/2014 Competent Persons Statement re 2013 Annual Financial Report
06/12/2013 Appendix 3B
04/12/2013 Bid for high grade manganese and gold projects
02/12/2013 Trading Halt Request
02/12/2013 Trading Halt
29/11/2013 Results of Meeting
18/11/2013 Response to ASX Appendix 5B Query
11/11/2013 Details of Share Registry address
01/11/2013 Notice of Annual General Meeting/Proxy Form
31/10/2013 Annual Report to shareholders
31/10/2013 Quarterly Activities Report
31/10/2013 Quarterly Cashflow Report
01/10/2013 Full Year Statutory Accounts
16/08/2013 Response to ASX Appendix 5B Query
02/08/2013 Change of Company Secretary
31/07/2013 June 2013 Quarterly Activities Report and Appendix 5B
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All Registry Communications to: Automic Registry Services
PO Box 223, West Perth, Western Australia 6872 P +61 (0)8 9324 2099 |F +61 (0)8 9321 2337
Limited Shares held as at 5.00pm (WST) on [# # Month # # # # ] (Register Date)
If your holding has changed
between Register Date and time of acceptance, then write your current holding below. Your acceptance will be granted over your updated holding.
TRANSFER AND ACCEPTANCE FORM IMPORTANT: This is an important document. If you are in doubt as to how to complete this form, please consult your financial or other professional adviser immediately. Brighton Mining Group Limited reserves the right to make amendments to this form as set out in the Share Offer terms. This is a personalised form for the sole use of the holder and holding recorded above. This Acceptance Form relates to an offer (“Share Offer”) by Brighton Mining Group Limited, to acquire all your ordinary shares in Asia Minerals Corporation Limited (“AMC”) pursuant to a Bidder’s Statement dated 4 February 2014 and any replacements or supplements (“Bidder’s Statement”). Terms defined in the Bidder’s Statement but not in this form have the same meaning as in the Bidder’s Statement unless the context requires otherwise.
1 YOUR INSTRUCTIONS TO ACCEPT THE SHARE OFFER
If you correctly sign and return this Acceptance Form you will be deemed to have accepted the Share Offer in respect of ALL of your AMC Shares.
Your form must be received by the end of the Offers Period.
Offer Consideration – The Offer Consideration applicable is set out in the terms of the Bidder’s Statement and summarised below
• 23 BTN Shares and 11.5 BTN Consideration Options (exercisable at $0.01 on or before 31 December 2016) for each of your AMC Shares
By correctly signing and returning this Acceptance Form, you will also be deemed to have accepted any trading restrictions that ASX imposes on the BTN Shares and BTN Consideration Options you are issued and to have appointed BTN as your attorney to execute on your behalf any restriction agreements required by ASX.
2 CONTACT DETAILS Please use details where we can contact you between the hours of 9:00am and 5:00pm should we need to speak to you about this Acceptance Form. Telephone Number Contact Name (PRINT)
( )
3 SIGNATURE(S) You must sign this form for your instructions in this Acceptance Form to be executed I/We, the person(s) named above, accept the Share Offer in respect of all my/our AMC Shares, and hereby agree to transfer to Brighton Mining Group Limited those AMC Shares for the consideration specified in the Share Offer, and on the terms and conditions of the Share Offer as set out in the Bidder’s Statement and also agree to be bound by the constitution of Brighton Mining Group Limited. Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director & Sole Company Secretary
Director Director/Company Secretary (delete one)
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INSTRUCTIONS FOR COMPLETION OF THIS TRANSFER AND ACCEPTANCE FORM Please refer to the Bidder’s Statement dated 4 February 2014 which accompanies this Acceptance Form. Terms are defined in the Bidder’s Statement and have the same meaning in this Acceptance Form.
To accept the Share Offer, you must complete and return this Transfer and Acceptance Form.
REGISTRATION DETAILS – NAME AND ADDRESS • Please check the front page to ensure that your name and address are correct. If incorrect, please write your
correct details and initial the amendments.
• Please Note your consideration will be issued in the names as they appear on the AMC register.
2 CONTACT DETAILS Please enter a contact number we may reach you on between the hours of 9:00am and 5:00pm. We may use this number to contact you regarding completion of this Acceptance Form.
3 SIGNING REQUIREMENTS Please sign this Acceptance Form in the places for signature(s) out on the front page and in accordance with the following
- Joint Shareholders: If your AMC Shares are held in the names of more than one person, all of those persons must sign this Acceptance Form.
- Corporations: This Acceptance Form must be signed by either two directors or a director and a company secretary. Alternatively, where the company has a sole director and, pursuant to the Corporations Act, there is no company secretary, or where the sole director is also the sole company secretary, that director may sign alone, Alternatively, a duly appointed attorney may sign.
- Powers of attorney: If this Acceptance Form is signed under a power of attorney, please attach a certified copy of the power of attorney to this Acceptance Form when you return it. If this Acceptance Form is signed under Power of Attorney, the attorney declares that he/she has no notice of revocation of the
- Deceased Estates: All the executors and administrators must sign this Acceptance Form. When you return this Acceptance Form, please attach it to a certified copy of probate, letters of administration or certificate of grant accompanied (where required by law for the purpose of transfer) by a certificate of payment of death or succession duties and (if necessary) a statement in terms of Section 1071B(9)(b)(iii) of the Corporations Act.
Information you supply on this Acceptance Form will be used by Brighton Mining Group Limited and Automic Registry Services for the primary purpose of processing your acceptance of the Share Offer and to provide you with the consideration payable under the Share Offer. This information may be disclosed to Brighton Mining Group Limited’s professional advisers, securities brokers, printing and mailing providers and other third parties in connection with the Share Offer. If you fail to supply this information, your acceptance may not be processed and you may not receive the consideration payable. You have rights to obtain access to the personal information which you have supplied. Please see Automic Registry Services’ privacy policy on its website www.automic.com.au
HOW TO LODGE YOUR TRANSFER AND ACCEPTANCE FORM To assist you in lodging your Acceptance Form a reply paid envelope has been enclosed for your use. No postage stamp is required if it is posted within Australia. Alternatively, if you have lost the reply paid envelope your completed Transfer and Acceptance Form can be mailed or delivered to either of the below addresses. Please ensure your Acceptance Form is received by the closing date. Mailing Address Hand Delivery
(Please do not use this address for mailing purposes)
Brighton Mining Group Limited C/- Automic Registry Services PO Box 223 WEST PERTH WA 6872
Brighton Mining Group Limited C/- Automic Registry Services Level 1 7 Ventnor Avenue WEST PERTH WA 6005
NEED FURTHER INFORMATION If you require further information on how to complete this Transfer and Acceptance Form, please contact the Company Secretary of Brighton Mining Group Limited on +61 (0)8 9368 1200 between 9:00am and 5:00pm (WST).
YOUR ACCEPTANCE MUST BE RECEIVED BY NO LATER THAN THE END OF THE OFFER PERIOD, WHICH IS 5.00PM (WST) ON THE LAST DAY OF THE OFFER PERIOD
For
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All Registry Communications to: Automic Registry Services
PO Box 223, West Perth, Western Australia 6872 P +61 (0)8 9324 2099 |F +61 (0)8 9321 2337
Limited Options held as at 5.00pm (WST) on [# # Month # # # # ] (Register Date)
If your holding has changed
between Register Date and time of acceptance, then write your current holding below. Your acceptance will be granted over your updated holding.
TRANSFER AND ACCEPTANCE FORM IMPORTANT: This is an important document. If you are in doubt as to how to complete this form, please consult your financial or other professional adviser immediately. Brighton Mining Group Limited reserves the right to make amendments to this form as set out in the Option Offer terms. This is a personalised form for the sole use of the holder and holding recorded above. This Acceptance Form relates to an offer (“Option Offer”) by Brighton Mining Group Limited, to acquire all your options in Asia Minerals Corporation Limited (“AMC”) pursuant to a Bidder’s Statement dated 4 February 2014 and any replacements or supplements (“Bidder’s Statement”). Terms defined in the Bidder’s Statement but not in this form have the same meaning as in the Bidder’s Statement unless the context requires otherwise.
1 YOUR INSTRUCTIONS TO ACCEPT THE OPTION OFFER If you correctly sign and return this Acceptance Form you will be deemed to have accepted the Option Offer in respect of ALL of your AMC Options.
Your form must be received by the end of the Offers Period.
Offer Consideration – The Offer Consideration applicable is set out in the terms of the Bidder’s Statement and summarised below
• 1 BTN Share for every 10 of your AMC Options
By correctly signing and returning this Acceptance Form, you will also be deemed to have accepted any trading restrictions that ASX imposes on the BTN Shares you are issued and to have appointed BTN as your attorney to execute on your behalf any restriction agreements required by ASX.
2 CONTACT DETAILS Please use details where we can contact you between the hours of 9:00am and 5:00pm should we need to speak to you about this Acceptance Form. Telephone Number Contact Name (PRINT)
( )
3 SIGNATURE(S) You must sign this form for your instructions in this Acceptance Form to be executed I/We, the person(s) named above, accept the Option Offer in respect of all my/our AMC Options, and hereby agree to transfer to Brighton Mining Group Limited those AMC Options for the consideration specified in the Option Offer, and on the terms and conditions of the Option Offer as set out in the Bidder’s Statement and also agree to be bound by the constitution of Brighton Mining Group Limited. Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director & Sole Company Secretary
Director Director/Company Secretary (delete one)
For
per
sona
l use
onl
y
INSTRUCTIONS FOR COMPLETION OF THIS TRANSFER AND ACCEPTANCE FORM Please refer to the Bidder’s Statement dated 4 February 2014 which accompanies this Acceptance Form. Terms are defined in the Bidder’s Statement and have the same meaning in this Acceptance Form. To accept the Option Offer, you must complete and return this Transfer and Acceptance Form.
REGISTRATION DETAILS – NAME AND ADDRESS • Please check the front page to ensure that your name and address are correct. If incorrect, please write your
correct details and initial the amendments.
• Please Note your consideration will be issued in the names as they appear on the AMC register.
2 CONTACT DETAILS Please enter a contact number we may reach you on between the hours of 9:00am and 5:00pm. We may use this number to contact you regarding completion of this Acceptance Form.
3 SIGNING REQUIREMENTS Please sign this Acceptance Form in the places for signature(s) out on the front page and in accordance with the following
- Joint Optionholders: If your AMC Options are held in the names of more than one person, all of those persons must sign this Acceptance Form.
- Corporations: This Acceptance Form must be signed by either two directors or a director and a company secretary. Alternatively, where the company has a sole director and, pursuant to the Corporations Act, there is no company secretary, or where the sole director is also the sole company secretary, that director may sign alone, Alternatively, a duly appointed attorney may sign.
- Powers of attorney: If this Acceptance Form is signed under a power of attorney, please attach a certified copy of the power of attorney to this Acceptance Form when you return it. If this Acceptance Form is signed under Power of Attorney, the attorney declares that he/she has no notice of revocation of the Power of Attorney.
- Deceased Estates: All the executors and administrators must sign this Acceptance Form. When you return
this Acceptance Form, please attach it to a certified copy of probate, letters of administration or certificate of grant accompanied (where required by law for the purpose of transfer) by a certificate of payment of death or succession duties and (if necessary) a statement in terms of Section 1071B(9)(b)(iii) of the Corporations Act.
Information you supply on this Acceptance Form will be used by Brighton Mining Group Limited and Automic Registry Services for the primary purpose of processing your acceptance of the Option Offer and to provide you with the consideration payable under the Option Offer. This information may be disclosed to Brighton Mining Group Limited’s professional advisers, securities brokers, printing and mailing providers and other third parties in connection with the Option Offer. If you fail to supply this information, your acceptance may not be processed and you may not receive the consideration payable. You have rights to obtain access to the personal information which you have supplied. Please see Automic Registry Services’ privacy policy on its website www.automic.com.au
HOW TO LODGE YOUR TRANSFER AND ACCEPTANCE FORM To assist you in lodging your Acceptance Form a reply paid envelope has been enclosed for your use. No postage stamp is required if it is posted within Australia. Alternatively, if you have lost the reply paid envelope your completed Transfer and Acceptance Form can be mailed or delivered to either of the below addresses. Please ensure your Acceptance Form is received by the closing date. Mailing Address Hand Delivery
(Please do not use this address for mailing purposes)
Brighton Mining Group Limited C/- Automic Registry Services PO Box 223 WEST PERTH WA 6872
Brighton Mining Group Limited C/- Automic Registry Services Level 1 7 Ventnor Avenue WEST PERTH WA 6005
NEED FURTHER INFORMATION If you require further information on how to complete this Transfer and Acceptance Form, please contact the Company Secretary of Brighton Mining Group Limited on +61 (0)8 9368 1200 between 9:00am and 5:00pm (WST).
YOUR ACCEPTANCE MUST BE RECEIVED BY NO LATER THAN THE END OF THE OFFER PERIOD, WHICH IS 5.00PM (WST) ON THE LAST DAY OF THE OFFER PERIOD
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