Acquisition of Carlo Holdings Limited
Investment in Australian Iron Ore
Amur Minerals Corporation (“Amur” or the “Company”), the nickel-copper sulphide mineral exploration and resource development company focused on the far east of Russia, is pleased to announce that it has raised £6.1 million (approx. US$7.97 million), before expenses, through the placing of 348,571,421 new ordinary shares of no par value of the Company (the “Placing Shares”) at a price of 1.75 pence per Placing Share (the “Placing”).
The proceeds of the Placing will be used, in part, to subscribe for US$4.67 million in secured convertible loan notes (“CLNs”) in Nathan River Resources Pte Limited (“Nathan River Resources” or “NRR”) which owns the Roper Bar Iron Ore Project (the “Project” or the “Roper Bar Project”) located in the Northern Territory in Australia . The remaining US$3.26 million will be used to fund the continued development of the Kun-Manie nickel-copper project, general working capital and to pay expenses relating to the Investment and the Placing.
· £6.1 million raised through the placing of 348,571,421 shares at a price of 1.75p
· Acquisition of Carlo Holdings Limited (“CHL”)
· Investment in CLN’s by CHL
§ 14% coupon paid quarterly
§ Convertible after 3 years to 19% of the equity of NRR for Amur (based upon current issued share capital of NRR)
· Roper Bar Project
§ 446 million tonnes @ 39.9% Fe JORC resource defined
§ 4.76 million tonnes @ 60.1% Fe JORC reserve defined
§ 194,000 tonnes of stockpile available to ship from October 2020
§ Pit-to-port infrastructure in place
§ Off-take agreement with Glencore
SP Angel Corporate Finance LLP (“SP Angel”) acted as broker to the Company in connection with the Placing.
Robin Young, CEO of Amur Minerals Corporation, commented :
“Rarely do opportunities avail themselves where very near-term accretive value and cashflows are available to a mineral resource company. Our due diligence has confirmed that there are several positive components that offer such upside potential. Key to the successful restart of the Roper Bar Project, Nathan River Resource’s management team is highly experienced in iron ore production.
“Further, the current near-production status allows for a rapid resumption of the production and shipping of Direct Shipping Ore as substantial stockpiles of high-quality iron ore are currently ready for loading and transport to the Chinese market. The long-term offtake agreement with Glencore, one of the world’s largest global diversified natural resource companies provides us with security by having a partner of substantial import.”
Adam Habib, Advisor to the Board of Amur Minerals Corporation, commented :
“Working with Glencore we have been able to co-invest in the Roper Bar Project which presents Amur with a potentially transformational investment opportunity, that will provide Amur with an income stream via the convertible bond leading to an equity stake in a significant iron ore asset that looks to provide real long term value. Iron ore has been performing very well with demand out of China expected to remain strong as continued stimulus measures are taken by the Chinese and other Governments.”
Acquisition of Carlo Holdings Limited
Amur has entered into an agreement with La Tourelle Consulting Limited (“La Tourelle”), a consultancy firm which is beneficially owned by Adam Habib’s spouse, to acquire the entire issued share capital of Carlo Holdings Limited (“CHL”) for £1.00 (the “Acquisition”), conditional on Admission (as defined below).
CHL is a recently incorporated special purpose company established for the purpose of completing this transaction which is wholly-owned by La Tourelle. La Tourelle, certain consultants to La Tourelle (the “La Tourelle Consultants”) and Adam Habib have been working with Glencore for some time and more specifically on the Roper Bar Project since March 2020. La Tourelle is due to receive a cash fee of US$151,775 and 6,671,429 new ordinary shares of no par value in Amur as part of its remuneration (“La Tourelle Shares”). Furthermore, warrants over 4,105,495 ordinary shares exercisable at 1.75 pence per share will be granted, in the aggregate, to the La Tourelle Consultants.
On completion of the Acquisition, CHL will become a wholly-owned subsidiary of Amur and Amur will become the indirect beneficiary of the agreements that CHL has entered into.
The CLN Investment
Using part of the proceeds of the Placing, CHL has agreed to subscribe for CLNs to be issued by Nathan River Resources, a company which owns and operates the Roper Bar Project located in the Northern Territory in Australia. CHL has agreed to subscribe for CLNs with a principal amount of US$4.67 million
The CLNs will have a 14% coupon, paid quarterly, and will be convertible at the holder’s option at any time from issue until 15 days prior to their maturity date on the third anniversary of issue. Amur’s CLNs will be convertible into 19 per cent of the current issued share capital of NRR. Any CLNs not converted by the third anniversary of issue will be redeemable at par. CLNs may be redeemed early by NRR at any time but in such circumstances the relevant holder is entitled to be issued with a warrant giving it subscription rights over shares in NRR equivalent to the conversion rights attaching to the CLNs and a penalty payment equal to all of the unpaid but due coupons to maturity. Working with Glencore, Amur has been able to co-invest in the Roper Bar Project.
CHL and Glencore will each be entitled to a seat on the boards of Nathan River Resources and NRR Group Pty Ltd, the NRR Australian holding company.
The CLNs will provide security over the issued share capital of NRR Group Pty Ltd and its subsidiary’s interest in the mineral leases and mineral exploration licenses owned by it in connection with the Roper Bar Project once CHL and Amur receive Foreign Investment Review Board (“FIRB”) confirmation that there is no objection to grant such security.
Roper Bar Project
The Roper Bar Project was acquired by Nathan River Resources in 2017 and is located in the Northern Territory of Australia. The Roper Bar Project includes the rapid restart of mining operations that can be shipped without the need for significant processing, referred to as Direct Shipping Ore, and benefits from previously constructed pit-to-port infrastructure. Glencore has entered into an offtake agreement with NRR Trading PTE Limited, NRR’s newly-established trading company in Singapore, for the marketing and distribution of the project’s iron ore.
The Roper Bar Project has a fully integrated ‘pit-to-port’ logistics chain including a privately owned 171 km paved access road to a port which includes an existing load-out facility and product stockyard. NRR have a 2-stage restart programme with Stage 1 covering 4.0Mt of DSO1 and 1.0Mt of DMS production at 1.5-1.8Mtpa over 3 years. Stage 2 expansion includes the installation of a silica flotation plant for the processing of 446Mt Resource with production at 4-5Mtpa. The Project has the following JORC Reserve.
1 A portion of the pre-processed stockpiles is subject to a profit share arrangement which relates to the settlement of historic royalty and administrator arrangements, such payments are estimated by NRR’s modeling to total approximately US$350,000 based on current iron ore prices.
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