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Victory Mines Limited ABN 39 151 900 855 Principal Place of Business: Unit 1, 249 Balcatta Road, Balcatta WA 6021 Telephone +61 8 9240 7110 | Fax +61 8 9240 7117 Registered Office: Level 11, 216 St George’s Terrace, Perth WA 6000 Telephone +61 8 9481 0389 |Fax +61 8 9463 6103 | www.victorymines.com Broker & Investor Presentations Victory Mines Limited (ASX: VIC) is pleased to advise the commencement of broker presentations in relation to the acquisition of South American Tin (SAT). The Managing Director of SAT, Mr John Kelly, is in Sydney to provide technical presentations on the exploration assets held by SAT’s 80% owned local Bolivian entity that holds contracts over seven large-scale tin hard rock, tailings and alluvial tin projects located in the North of Potosi region of Bolivia. The presentations will be made with the support of Leading Australian stockbroking and corporate advisory firm BBY. A copy of the presentation is attached. The transaction between VIC and SAT has been approved by the ASX and is subject to the completion of satisfactory due diligence by both parties, and shareholder approval by Victory. Due diligence is now underway and the shareholder meeting will take place on 8 May 2014. - ENDS - Enquiries Elizabeth Hunt Company Secretary Media Enquiries Sam Burns Six Degrees Investor Relations +61 8 9322 8288 About Victory Mines Limited Victory Mines Limited is a Perth-based exploration company with a portfolio of copper, base metals, rare earth elements, uranium, gold and platinum group element prospects throughout Western Australia. The company listed on the ASX in October 2012 and is seeking to maximise shareholder wealth through the successful exploration of its prospects. ASX ANNOUNCEMENT Date: 1 May 2014 For personal use only
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  • Victory Mines Limited ABN 39 151 900 855 Principal Place of Business: Unit 1, 249 Balcatta Road, Balcatta WA 6021

    Telephone +61 8 9240 7110 | Fax +61 8 9240 7117 Registered Office: Level 11, 216 St George’s Terrace, Perth WA 6000

    Telephone +61 8 9481 0389 |Fax +61 8 9463 6103 | www.victorymines.com

    Broker & Investor Presentations Victory Mines Limited (ASX: VIC) is pleased to advise the commencement of broker presentations in relation to the acquisition of South American Tin (SAT). The Managing Director of SAT, Mr John Kelly, is in Sydney to provide technical presentations on the exploration assets held by SAT’s 80% owned local Bolivian entity that holds contracts over seven large-scale tin hard rock, tailings and alluvial tin projects located in the North of Potosi region of Bolivia. The presentations will be made with the support of Leading Australian stockbroking and corporate advisory firm BBY. A copy of the presentation is attached. The transaction between VIC and SAT has been approved by the ASX and is subject to the completion of satisfactory due diligence by both parties, and shareholder approval by Victory. Due diligence is now underway and the shareholder meeting will take place on 8 May 2014. - ENDS - Enquiries Elizabeth Hunt Company Secretary Media Enquiries Sam Burns Six Degrees Investor Relations +61 8 9322 8288

    About Victory Mines Limited Victory Mines Limited is a Perth-based exploration company with a portfolio of copper, base metals, rare earth elements, uranium, gold and platinum group element prospects throughout Western Australia. The company listed on the ASX in October 2012 and is seeking to maximise shareholder wealth through the successful exploration of its prospects.

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    ASX ANNOUNCEMENT

    Date: 1 May 2014

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  • Investor Presentation

    Quarter 2 2014

    South American Tin Limited

    Near-term hard rock tin mining projects in Bolivia

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  • • Mining rights over one of the world’s largest hard rock tin deposits and tailings projects in Bolivia – 80% share

    • Contracts with 4 Cooperatives that control the Siglo XX tin mine – once the world’s largest hard rock tin mine

    • SAT’s operating model mirrors Coeur Mining (NYSE: CDE) approach – CONTRACTS WITH MINING

    COOPERATIVES

    • Plan to construct & operate small scale production plants with Cooperative partners

    • Multiple stockpiles of tin ore and additional mineralisation available for immediate processing – multi-year

    supply

    • Good infrastructure / power / roads /water / workforce support the Siglo XX mine and surrounding region

    • Commence small-scale tin processing at Siglo XX– US$2.58m spend for 150 tpd toll treatment plant.

    • First plant selected at San Pedrito prospect - 4 additional plants planned ranging in size from 150 tpd to 450

    tpd

    • Global tin market continues to see robust price forecast and sustained demand

    • SAT working in partnership with FENCOMIN, Bolivia’s peak mining cooperative body

    • Strong social programme with local communities - mitigates risk and generates significant goodwill

    • Victory Mines (ASX: VIC) finalising transaction with SAT where VIC acquires SAT in all-scrip transaction.

    Executive summary

    SAT Investor Update Q2 2014

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  • Company Project

    Coeur Mining (NYSE & TSX)

    San Bartolomé Project mines & treats Cooperative waste stockpiles & alluvials at Cerro Rico. 5.9Moz Ag in 2012 @ US$11.76/oz. World’s 8th largest primary Ag mine. US$240m invested to construct the project in 2007.

    Pan American Silver (TSX)

    San Vicenté Ag/Pb/Zn u/g Mine. 2013 production 3.8Moz Ag, 550t Pb & 6,000t Zn, plus US$11.5M in capital. US$72m invested in 2008/09.

    Sumitomo (Japan)

    San Cristobal Ag/Pb/Zn Mine. 45-50,000 tpd plant producing 600,000t of concentrates pa all exported to Japan via Chile. US$1.4B invested to-date. Largest mining investment in Bolivia. US$300M invested in 2013.

    Orvana Minerals (TSX)

    Don Mario Au/Cu/Ag Mine, an IOCG deposit. US$350/oz Au historic cash cost. 9 years production from HG u/g gold mine. Now mining Cu/Ag cap. 9 years of reserves.

    Glencore (LSX)

    Glencore’s Bolivian subsidiary Sinchi Wayra which operates 3 tin and zinc mines. Also has its minerals trading arm operating in Bolivia. Trafigura is also in Bolivia and is the major trader.

    LionGold Corp (SSX)

    Developing 1.8Moz Amayapampa Gold Project. Initial development currently underway is a 1,500tpd plant to cost ~US$25M plus O/C & small U/G mine.

    Apogee Silver (TSX-V)

    70,000m of DD. Completed NI43-101 BFS in 2013. Ore Reserve of 3.6Mt at 239 g/t Ag, 1.1% Pb & 1.9% Zn.

    Major foreign-owned mining projects in Bolivia

    SAT Investor Update Q2 2014

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  • How SAT has secured project tenure

    • SAT’s model mirrors that of Coeur Mining (NYSE: CDE) • CDE has been mining the flanks of the Cerro Rico silver mine for 5+ years in partnership with Cooperatives

    Bolivia’s national mining company COMIBOL is underlying owner of many mining concessions in Bolivia

    COMIBOL leases the mining rights for mineral deposits on projects to local mining Cooperatives • Lease agreements are typically 20 year terms & renewable • Cooperatives at Siglo XX & at Kenko all have contracts with COMIBOL

    Cooperatives contracts with SAT’s Bolivian subsidiary • SAT has 80% ownership of Bolivian subsidiary • SAT has preliminary contracts with Cooperatives for exploitation of mineral rights • Timeframes match Cooperative’s lease agreements with COMIBOL - 20 years + option to renew • SAT provides employment for mine workers on better terms than current returns from artisanal mining

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    SAT Investor Update Q2 2014

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  • Strong support for SAT at multiple levels

    • Constitution - §s 351, 369 & 370. • Draft new Mining Code - §s5, 31, 33, 99, 102 & 151. • New Cooperatives Code - § 19. • New Investment Code - §s 1 to 11 and 16-19.

    • FENCOMIN – National Mining Cooperative representative body - +160,000 individual miners; § 6.

    • Regional Cooperatives Federation representing local mining Cooperatives (16 in the North of Potosi).

    Bolivian Law

    FENCOMIN

    Local Municipality & Civic Committees

    Local Communities

    • A Civic Committee in Bolivia is a powerful local body that can direct policy for its Municipality.

    • The Municipality will receive 15% of the total royalty from any mining project. In poor areas this can be a major contribution to revenues.

    • SAT’s various projects offer the opportunity for the Cooperative miners to have a safe, well-paid job, providing significant community support.

    SAT Investor Update Q2 2014

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  • Project locations

    Hard rock projects Tailings projects

    SAT Investor Update Q2 2014

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  • Global undeveloped tin deposits - ITRI

    ITRI = International Tin Research Council. Probably the World’s foremost authority on Sn

    SAT Investor Update Q2 2014

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  • Summary of projects HARD ROCK PROJECTS: CONTRACTS WITH COOPERATIVES OVER SIGLO XX MINE WHICH HAS 4 PROSPECTS

    Each of the four hard rock projects has significant existing production and artisanal treatment which will be channelled to the toll treatment plants

    TAILINGS PROJECTS: CONTRACTS OVER 2 LARGE TAILINGS DUMPS ADJACENT TO SIGLO XX:

    Kenko Catavi

    SAT Investor Update Q2 2014

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    San Pedrito

    • 150 tpd plant • Grade 1% Sn + Zn & Ag • Process existing ore

    stockpiles, tailings & u/g ore

    Siglo XX

    • 450 tpd plant • Significant stockpiles

    of +1% Sn bagged LG ore in the mine

    • 5%-15% Sn ore previously mined from this adit

    XX de Octubre

    • 400 tpd plant • +1% Sn ore stockpiles • Secure u/g ore supply

    via Cancañiri & Patiño Adits on two sides of the mine

    Dolores

    • 300 tpd plant • Large stockpile at

    entrance of Dolores Adit ready for immediate processing

    • 7,000tpd plant • Large scale tin tailings

    project with a BFS well advanced

    • SAT drill rig at Kenko

    • 14,000 tpd plant • Immediately adjacent

    to Kenko • BFS work commenced • Artisanal treatment at

    Coop XX de Octubre

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  • Planned timeline & mineralisation

    Plant Build Processing commences

    2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Daily

    Capacity (Tonnes)

    San Pedrito 150

    Siglo XX 450

    XX de Octubre 400

    Dolores 150

    Catavi BFS 14,000

    Kenko BFS 7,000

    Planned processing facilities will provide sustained processing capacity through to 2020

    SAT Investor Update Q2 2014

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    • Currently there is significant existing production from the 4 Cooperatives at Siglo XX, which have been producing from the mine for nearly 30 years

    • Approximately 3,000 Cooperative members work underground and at surface “treatment” plants • Surface treatment plants are artisanal and the great majority of ore treated is done by hand • SAT’s toll treatment plants will significantly improve treatment efficiencies and introduce “technology” to

    the Cooperatives.

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  • Summary of Siglo XX mine • Siglo XX mine regarded as world’s largest historic hard rock tin mine • Historic production estimate of >60Mt ore producing ~1Mt Sn in metal & tailings • Significant quantity of Sn mineralisation available to be processed from hard rock & stockpile sources –

    existing forecasts based on historic work combined with limited sampling performed by of David Jones, Independent Geologist

    • SAT plans to confirm the Exploration Target* through a drilling program commencing in Q3 2014 (funding dependent)

    “(Siglo XX) is reported to be the largest tin vein deposit in the world, with a production to date in excess of 1 million tonnes of tin metal, according to the Bolivian government. Past production has come from the mining of narrow high-grade veins ranging from 12 to 15% Sn content. The ‘porphyry-style tin’ described by Sillitoe (1975) which comprises the bulk of the La Salvadora Stock has barely been touched. Limited sampling suggests a target grade of 0.2-0.3% Sn within a body at least 1600m wide by 1200m long extending from the summit to at least the level of the valley floor 900m below, suggesting a tonnage target between 1 and 3 Billion tonnes.” (SAT independent geologist David Jones April 2012)

    SAT Investor Update Q2 2014

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    *The potential quantity and grade of this exploration target is conceptual in nature. There has not been sufficient exploration to estimate a Mineral Resource and it is uncertain if further exploration will result in the estimation of a Mineral Resource.

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  • Long section of Siglo XX mine

    • Siglo XX had 47 major veins (up to 5m in width) & 1,500 rich veinlets. Early head grades were 12-15% Sn

    • Up to 65 million tonnes of tailings have been extracted from Siglo XX mine historically

    • Mineralisation is within the stock over an area of 1.6 km x 1.2 km meters at surface

    • Underground target is potential continuation of these veins/veinlets beneath Siglo XX Adit

    SAT Investor Update Q2 2014

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  • Sink & Float Tails

    Kenko Tails

    Catavi Tails

    Kenko Plant Rio Andavillque

    Siglo XX Adit

    Scale Bar – 1.3Km

    San Pedrito Project • SAT will equip the Juan del Valle cooperative to

    mine in a series of adits at San Pedrito where the Cooperative is currently working.

    • Very large zone at San Pedrito over 1,800 x

    1,100 metres and over 500 metres of vertical extent.

    • More than 30 veins known in the area, plus indications of disseminated mineralisation.

    • Small-scale toll treatment plant (150tpd) flow

    sheet designed– can be scaled up to 500 tpd - estimated Sn grade of 1.1% based on current Cooperative mining.

    • 100% of the components of small-scale plants can be manufactured in Bolivia – local foundry selected.

    • Flexible plant flow sheet designed to recover Sn and/or Ag/Zn - metallurgical recovery for Sn estimated conservatively by SAT’s Bolivian metallurgist with ~40years of experience. A concentrate of +50% Sn is targeted.

    SAT Investor Update Q2 2014

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  • San Pedrito capex model Item Cost

    TREATMENT PLANT

    Treatment plant – major equipment $610,400

    Treatment plant – design, electricals, minor equipment and construction $467,300

    Power line $12,400

    Tailings dam and pipeline $153,400

    Process water dam, pumps and pipelines $30,200

    Plant earthworks, roads and land purchase $15,000

    Plant first fill $73,100

    Contingency 15% $204,300

    Sub-Total Treatment Plant $1,566,100

    MINING EQUIPMENT

    Underground mining equipment Year 1 $126,500

    Contingency 10% $12,700

    Sub-Total Mining $139,200

    Administration $4,000

    GRADE CONTROL PROGRAMME

    Callaperia Adits $96,100

    San Pedrito B $112,000

    Stockpiles $22,700

    Sub-Total Grade Control Programme $230,800

    PRE-PRODUCTION COSTS

    Mining $58,300

    Stockpile Movement $4,900

    Treatment $74,200

    Administration $68,400

    Sub-Total Pre-Production Costs $205,800

    PROJECT WORKING CAPITAL – two months of operations $436,900

    GRAND TOTAL – CAPITAL $2,582,800

    SAT Investor Update Q2 2014

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  • Kenko • RSG Global of Australia estimated an inferred resource in 2005

    based on one drilling programme. • SAT has an Exploration Target at Kenko of 9.0-9.3M tonnes at 0.38-

    0.40% Sn for 34,200-37,000 tonnes Sn. The potential quantity and grade of this exploration target is conceptual in nature. There has not been sufficient exploration to estimate a Mineral

    Resource and it is uncertain if further exploration will result in the estimation of a Mineral Resource

    • 3 drilling programmes have been done since 2005, including one by SAT with 11 holes drilled with average grades confirming previous work. SAT also analysed for Ag

    • A resource upgrade is to be done • SAT completed Kelsey jig pilot plant test gave a Sn recovery of

    52.73% to a concentrate grading 56.79% Sn with optimisation work will aim at a 59% Sn recovery. Flotation test work to be tried to improve recoveries above 60%.

    Catavi • COMIBOL records indicate Catavi contains 19-20Mt @ 0.29-0.31%

    Sn for 55,000-62,000t Sn. The potential quantity and grade of this exploration target is conceptual in nature. There has not been sufficient exploration to estimate a Mineral Resource and it is

    uncertain if further exploration will result in the estimation of a Mineral Resource.

    • SAT holds 50% share with potential for other 50% to be granted when processing commences

    • SAT drilled Catavi with 3 holes which confirmed the COMIBOL records, plus indicated Ag

    • SAT completed a 7-tonne pilot plant test with recovery of 49.4% Sn for good quality concentrate.

    Tailings projects

    SAT Drilling at El Kenko tailings

    SAT Investor Update Q2 2014

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    Catavi Arenas tailings

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  • SAT acquisition & pro-forma capital structure

    Shares Current Shares on Issue of Victory Mines Ltd 522,610,689

    Acquisition of SAT 1,000,000,000

    Proposed shares on issue post acquisition 1,522,610,689

    SAT Investor Update Q2 2014

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    Pro-forma capital structure

    Victory Mines acquisition of South American Tin: • 100% of SAT shares to be acquired by Victory Mines (ASX:VIC) • All scrip transaction • Final shareholder approval due VIC EGM 8th May 2014

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  • • SAT plans to construct and operate 4 small-scale plants with Cooperative partners with combined processing capacity of 1,300 tonnes per day

    • Early cash-flow from first 150 tpd hard rock toll treatment processing plant at San Pedrito project • 3 additional hard rock plants to progressively enter production between Feb 2015 & Jun 2016 - funding

    dependent: • Siglo XX – 450 tpd plant • XX de Octubre – 400 tpd plant • Dolores – 300 tpd plant

    • Two additional tailings toll treatment processing facilities planned to deliver additional cash flow from early

    2016 – funding dependent: • Catavi – 14,000 tpd plant • Kenko – 7,000 tpd plant

    • Multiple ore stock piles and mineralisation for immediate processing – multi-year supply • Capacity to significantly ramp up production at Siglo XX through large-scale underground mining of potential

    high-grade zones – previously mined veins up to 5m contained 10-15% Sn • Further upside exists to treat and process world-scale tailings stockpiles at Kenko & Catavi projects • Strong Government and community support for SAT

    Summary

    SAT Investor Update Q2 2014

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  • Caution on Forward-Looking Statements

    This presentation contains "forward-looking information" which may include, but is not limited to, statements with respect to the future financial or operating performances of South American Tin Limited (“SAT”), its 80%-owned subsidiary (CM Gondwanaland SA) and its projects, the future price of tin and other minerals, the estimation of ore reserves and mineral resources, the realisation of mineral reserve estimates, the timing and amount of estimated future production, costs of production, capital, operating and exploration expenditures, costs and timing of the development of new deposits, costs and timing of future exploration, requirements for additional capital, Bolivian government regulation of mining operations, environmental risks, reclamation and rehabilitation expenses, title disputes or claims, limitations of insurance coverage and regulatory matters. Often, but not always, forward-looking information statements can be identified by the use of words such as "plans", "expects", "is expected", "budget'', ''scheduled", "estimates", "forecasts'', ''intends", ''anticipates'', or "believes", or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may'', "could", "would", "might", or "will" be taken, occur or be achieved.

    Forward-looking statements involve both known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of SAT and/or its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Although SAT has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

    This presentation contains information, ideas and analysis which are proprietary to SAT. By agreeing to receive this information you also agree to respect the confidential nature of the information, ideas and analysis and of this presentation.

    JORC Compliance Statement

    Information in this presentation that relates to Exploration Targets and Mineral Resources for SAT is based on information reviewed by John Kelly, SAT’s Managing Director, and a Fellow of the Australasian Institute of Mining and Metallurgy. John Kelly has a minimum of five years experience in the estimation, assessment and evaluation of Mineral Resources and Ore Reserves and has significant experience that is relevant to the styles of mineralisation and types of deposit under consideration and to the activity which they are undertaking to qualify as a Competent Person as defined in the 2012 edition of the “Australasian Code for Reporting of Mineral Resources and Ore Reserves”. John Kelly consents to the inclusion in this report of these matters based on the information in the form and context in which it appears. The use of the term “exploration target” in this presentation does not infer a Mineral Resource estimate and exploration targets are conceptual in terms of potential tonnes and grade.

    Disclaimer

    SAT Investor Update Q2 2014

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  • Contact Details:

    Elizabeth Hunt, Victory Mines Company Secretary

    [email protected]

    +618 9481 0389

    John Kelly – Managing Director

    [email protected]

    +591 671 97541 (Bolivia)

    Ben Jarvis, Six Degrees Investor Relations

    [email protected]

    +61 413 150 448 or +61 2 9230 0661 (Australia)

    Adam Blumenthal, Director Corporate Finance, BBY Australia

    [email protected]

    +61 405 111 100

    South American Tin Limited

    SAT Investor Update Q2 2014

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