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Presentation to provide Investor Relations and Marketing
Sep 2016
ONLINE AND OFFLINE MARKETING SOLUTIONS TO THE MINING INDUSTRY
2
Discussion Topics1. INVESTMENT PROCESS
2. TOOLS AND NETWORKS
3. WHAT INVESTORS WANT TO HEAR
4. APPENDIXES
COMPANYLEVEL
PROJECTLEVEL
MACROLEVEL
Company/Project Due Diligence
Fund/Company Set-up and Structuring
Identifying and Structuring with Cornerstone Investors
Negotiating and Completing the Deal
Originate “Macro-Level” content (i.e. Jurisdiction,
Industry) related to Targeted Opportunity.
Originate Specific Company Content (i.e.
company updates, activities, financials)
Originate Project-level (i.ecompany updates,
activities, financials, expected returns etc.)
Shortlisting and approaching Institutional and Retail
Investors
Setting up Internal Company Systems (i.e Due diligence, Corporate Governance)
Fund/Company InProved
We leave you to focus on your core business
Types of Investors within our Network
Convertible Debt Providers
Strategic buyers
Financial Majority Investors
Public MarketsSPO
Accredited Investors
Sovereign funds
Financial Minority Investors
FUNDS COMPANIES
ORIGINATECONTENT, CREATEANTICIPATION
PREPAREWEBSITE,DATAROOM
SITEVISITS,ROADSHOWS
UPDATECONTENT,PERCEPTIONSTUDIES
<6months
Our Process
Investment Process1. Identify Strategic and Financial Buyers in Gold, Indonesia and SEA
2. Send Teasers to provide just enough information for Investors to want to learn more
3. Track the number of times the email and attachments are opened to gauge interest
4. Follow-up those with higher potential and send out Dataroom
5. After a “silent period, we will receive requests for site visits and questions. This is where our value will show, as we engage our investors regularly to mitigate their risks and communicate the value proposition
6. Investors to attend management meetings and presentations. These meetings are important to discuss terms, update their due diligence activities, address their concerns and update on project status. Most of the key members of your company will participate in the meetings
Investment Process7. We push for draft termsheets and formal negotiations between the key
stakeholders
8. We expect the company to be in a position to select on the best offer from a slew of potential investors. Alternatively, we can start to look at alternative options (debt financing, secondary public offering) if required
9. Execute formal agreement and establish entity to hold and operate the asset
Email and Newsletters Campaigns
Source: MBholding newsletter
The “Best” Investor Deck
Some of our Networks
东南亚矿业联盟
Tools used
• File Transfer System• Secure Enterprise Sharing• Web/Video Conferencing
Strategic vs Financial buyersWhich is right?
• The Seller Wants the Highest Price Possible. If the only goal in the sale is achieving the highest price possible, the open auction process is the best way to drive the price upward. Strategic buyers will most likely be the best fit. That is not to say that financial buyers should not be considered in the process.
• The Seller Wants a Long-Term Partner – If the seller’s goal is to seek a long-term partner, a strategic buyer may be appropriate. Strategic buyers generally have the expertise necessary to operate the business. Most are not affected by short-term fluctuations in Price and want to expand their Business. There will be mutual benefits but both need to be flexible on price
• The Seller Wants to Cash Out, But Would Like to Remain for a Few Years. A financial buyer is probably most appropriate. They do not necessarily have the expertise to run the business. As such, they usually welcome management to stay and manage the business, and often require it as a component of the deal. More and more deals are being structured where part of the consideration paid is tied to an “earn-out” where the seller will receive additional money if certain, predetermined goals are achieved in the first few years following the sale.
Key Dataroom documents1. Company registration documentation
2. Company profile
3. Recommendation and endorsement of the applicant’s embassy in Indonesia (n/a)
4. Financial bank statements
5. List of Board of directors
6. Key Project Reports(JORC, Feasibility Reports)
7. Prospectus
8. Initial work program
9. Map of the proposed area with coordinates
10. Mine closure plan
11. Environmental impact study
What Investors want to hear – Positive news coming out from Indonesia
Policies aimed at boasting Gold Production and stabilizing Volatility
• Extended notice period to renew mining contracts• Greater flexibility to renew export permit
What Investors want to hear –Protection against Indonesia Mining law
Protection against Requirement for Processing (PrGR 1/2014 and MEMR 1/2014)
What Investors want to hear• Bilateral and Regional Investment Treaties between Indonesia
and Singapore in-place, aimed at investment protection
Source: http://www.iclg.co.uk/pr actice- areas/mi ni ng-l aw/mi ning-law-2016/indonesia
Alternative forms of Financing are the trend
• Traditional forms of Funding• Common Equity• Streaming• Convertible debenture• Senior Debit• Cost Overrun Facility
• Alternative forms of financing• Offtake deals• Equipment financing• “Drill for equity”• High-yield Debt• Royalty and Streaming arrangements
• Streaming deals have hit a record of USD$ 4.07bil of deals in 2015
• It was the “talk of the town” at the recent Mining Investment Asia
There is a Compelling VP – We just need to bring it out
Tangible and Measureable
Shareholder Value
Clear Focus and Timeline towards
Production
Effective implementation of
strategies and project management
processes
Low all-in costs, even lower when expenses are in Local currency
Focus on Value Proposition and what we can control
• Mining Investors are focused on returns. Pilot exhibits high IRR. Strong cost curve a bonusAttractive Returns and Economic
• To minimize capital risks, Wilton developing pilot plant and plan for open-cut which will be less cap intensiveStaged Development
• Xinhai Mining are leaders in Mining Technology. Conventional process circuitCompletion and Overrun Risk
• Mitigated from Indonesian Mining LawProtected from Political Risk
• Local stakeholders with majority financial stake who are supporting Permitting process Permitting and Social Issues
• Host jurisdiction has available trained local workforce Available Workforce
Who are we• InProved is a group of Corporate Advisors, Qualified
Geologists, Geoscientists, Mining Engineers and Metallurgists
• All members are Industry Specific Qualified Persons, as recognized by SGX
• Founder is a member of AusIMM, with over 10 years in evaluation and development of Mineral assets
• Within our network, we have Experts in Resource Estimations and Valuations across a range of Commodities
You invest (time and resources in us) We Integrate (our Experience and Expertise) You Improve (your Assets and Knowledge)
What we do differently1. Large Network - We are able to tap from a pool of over 2,600
strategic gold investors and over 200 financial gold investors2. Access to China - We work with Ominet, largest network of
Overseas Mining Industry Investors in China, with access to over 1,600 Chinese companies
3. Established in Singapore - We are a member of all the mining clubs in Singapore and AusIMM, know who the local Gold players are, and have made ourselves known to SGX, Government of T&D WA, PERHAPI amongst other industry associations and government regulators all actively promoting investments in the Mining Industry
4. Transparency - We manage the entire Capital Raising Process for you, providing you with real-time updates of who we approach and who are the likely interested parties
5. Industry Expertise and Experience – We are a group of Corporate Advisors, Geologists, Metallurgists and Mining Engineers. We understand the investment climate, sensitivity and intricacies of every comment and decision
Our Unique QualificationsInProved are the only Corporate Advisory in Singapore dedicated to MEM Companies
We have a unique investor network: comprised of Institutions that specifically invest in “Foreign” and “Mining”
We raise awareness, transparency and clarity via our Email Direct Marketing tools. We create education and anticipation among accredited investors and bring out our Value Propositions to them via direct email and consulting
We FAST TRACK the capital raising process, by using technology and tracking systems to reach out to as many accredited investors globally. We can complete the capital raising process within 6 months.
We have global distribution capability. We have investors in China, America, Latin America and Europe.
Appendixes
Mining FDI ExamplesDetails Date
Paradise Ridge Hydrocarbons, Inc. (OTCPK:PRGE) signed a definitive agreement to acquire Far East Ventures Holdings, Ltd. On April 14, 2016, major conditions precedent to closing have been satisfied. The deal is expected to complete by the end of April 2016.
Mar 2016
Shellbridge Group Limited entered into an agreement to acquire 95% interests in Sangihe Gold Corporation from East Asia Minerals Corporation (TSXV:EAS) for $2.4 million on December 23, 2015. Shellbridge has provided an interim advance of $0.25 million of such purchase price. If the transaction be terminated rather than completed, East Asia agrees to reimburse the expenses funded by Shellbridge and such obligation may be secured on the company’s equity interests in Sangihe project.
Jan 2016
Marlin Australia Holdings Pty Ltd and Marlin Enterprise Limited signed a sale and purchase agreement to acquire 95% stake in PT Agincourt Resources and 100% stake in Capital Squad Limited from Maxter Investments Limited and Top Gala Development Limited for approximately $910 million on November 3, 2015.
Nov 2015
Mining Transaction ExamplesIssuer Subscriber Project
Value (USD Mil) Details
Sumatra Copper and Gold Plc
PT Saratoga Investama Sedaya Tbk (JKSE:SRTG); Provident Minerals Pte. Ltd.
Tembang Project, Sumatra, Indonesia
5 Sumatra Copper & Gold plc (ASX:SUM) has entered into an agreement with returning investor Provident Minerals forprivate placement of 5,000,000 convertible notes for gross proceeds of $5,000,000
PT Cendrawasih International
Myson Group, Inc., Prior to Reverse Merger with Van Phuc Holding Building and Trading Joint Stock Co
Gold Mining Services
6.5 Vanguard Mining Corporation (OTCPK:VNMC) signed an agreement of purchase and sale to acquire 70% stake in PT Cendrawasih International for $6.5 million in cash and stock on April 29, 2014.
Sumatra Copper and Gold Plc
Provident Capital Partners Pte. Ltd.
Tembangand Tandai Projects
8.7 Sumatra Copper & Gold plc (ASX:SUM) announced an intention for a fully underwritten private placement of 38,000,000 chess depository interest units at AUD 0.22 per unit for gross proceeds of AUD 8,360,000 on February 22, 2013.
Transaction and M&A activity Indonesia
• Corporate Finance in Indonesian Gold saw 27 announced deals totaling USD 1.6bil in 2015, compared to 12 announced deals totaling USD 337mil
• The largest private placement in 2015 was subscribed by Provident Minerals, Indonesian cornerstone shareholder to Sumatra Copper and Gold
• The Gold investment landscape is dominated by deals from Sumatra Copper and Gold, Krakota Resources and Centurion Minerals Ltd.
• Sumatra relies on investments from cornerstone investor• Krakota relies on participation from new and existing investors• Centurion relies on brokers for sophisticated investors
Institutional Money like to see that…...• Costs can be controlled
• Capital discipline will occur
• Management can deliver on promise
• Returns on capital employed will improve
• Company won’t pile back into too many new projects or exploration
when prices rebound
• Resource nationalism will not overwhelm the company
• Commodity prices will improve
• Shareholders have an exit
….... The markets play a big role in improving confidence
How Institutional Money Invests in Sector
Source: headwaters MB
Life Cycle of a Gold Mining Share
Once Project enters Development Investment Analysis Phase (PEA –Prefeasibility – Feasibility), companies see a long period of share price erosion as studies, permitting and de-risking drags on
Source: headwaters MB from Analysis of North American
Gold Companies in Dec 2013
How InProved are Differentü Focused Industry coverage (specialists, not generalists)
ü Full product/service offering
ü Only Mining Specific Corporate Advisory in Singapore
ü Deep pool of networks; unique access to China and Family office capital
ü Global approach; unique access to global mining community
ü Proprietary systems: intelligence system, email direct marketing
ü Access to government regulators and trade offices
ü Strategically positioned in central financial district
Invest, Integrate, Improved