Last checked at 15 Jan 2015 07:00
TSX Venture Exchangeand AIMSymbol: “KLG”
Kalimantan Gold Closes Acquisition of Beutong and Private Placement
Kalimantan Gold Corporation Limited ("KLG” or the "Company") is pleased to announce that it has closed a private placement for C$1,193,940, completed the acquisition of a 40% attributable interest in the Beutong copper-gold project in Indonesia (the “Beutong Project”) and completed the changes to management, all as previously announced. The Company also announces that it has filed a technical report compliant with NI 43-101 to support the Beutong Mineral Resource on SEDAR titled “The Beutong copper-gold-silver-molybdenum mineralization, Aceh Indonesia” dated effective November 2014, written by Duncan Hackman, B. App. Sc., MSc. MAIG of Hackman and Associates Pty. Ltd. This report is available from the Company’s website at www.kalimantan.com. The material information from this report, including the Mineral Resource estimate, was included in the Company’s announcement dated 26 November 2014.
The brokered private placement closed on January 12, 2015 and the Company issued a total of 51,910,441 common shares (the “Placement Shares”) for gross proceeds of C$1,193,940 at an issue price of C$0.023 per common share. The Company paid aggregate fees to brokers who introduced the Company to private placement investors of C$29,350. The private placement was not conducted in North America and as such the TSX Venture Exchange has granted a discretionary waiver to its minimum pricing rules. The 50,910,441 shares issued outside of the CREST system in London are restricted from trading in Canada through the TSX Venture Exchange until May 13, 2015. The participating investors include clients of the Company's UK broker, VSA Capital Limited, along with other investors from Australia and Asia.
The acquisition of the Beutong Project (the “Acquisition”) closed effective January 12, 2015 and the Company issued the vendor 171,407,156 KLG common shares (the “Consideration Shares”) and 14,675,000 KLG common share purchase warrants (the “Consideration Warrants”). The proceeds from the private placement exceeded the US$1 million minimum requirement. The Consideration Warrants are priced from C$0.06 to C$0.12 per share and will expire from June 4, 2016 to April 13, 2019. Following completion of the Acquisition, the Consideration Shares were distributed (the "Distribution") on a pro-rata basis to the shareholders in the ultimate parent company of the vendor being Tigers Realm Metals Pty Ltd. (“Tigers”) and the Consideration Warrants were distributed on a pro-rata basis to the option holders of Tiger’s. The Consideration Shares and Consideration Warrants are restricted from trading in Canada through the TSX Venture Exchange until May 13, 2015.
The Placement Shares and the Consideration Shares will be fully paid and will rank pari passu in all respects with the existing common shares in the Company. Application has been made for the Placement shares and the Consideration Shares to be admitted to trading on AIM (“Admission”) and to be listed on the TSX Venture Exchange. It is expected that Admission will become effective and that dealings in the Placement Shares and Consideration Shares will commence on January 14, 2015. The total number of KLG common shares in issue following completion of the placement and the acquisition will be 394,724,753. The Consideration Warrants to be issued are as set out below:
| Number | Exercise Price, C$ | Expiry Date | ||||
| 3,151,306 | $0.06 | 4 June 2016 | ||||
| 1,003,527 | $0.06 | 18 June 2016 | ||||
| 5,277,674 | $0.10 | 2 October 2016 | ||||
| 1,708,746 | $0.12 | 13 May 2017 | ||||
| 3,533,747 | $0.10 | 13 April 2019 | ||||
As a result of the issue of the Placement Shares and the Consideration Shares, KLG is aware of the following significant shareholders in the Company:
| Shareholder name | Number of KLG shares currently held | % interest in KLG | ||||
| Tigers Realm Minerals Pty Ltd | 59,832,600 | 15.2% | ||||
| MK TRM Holdings LP | 35,512,925 | 9.0% | ||||
| Asipac Group Pty Ltd | 21,015,870 | 5.3% | ||||
| Namarong Investments Pty Ltd | 14,877,210 | 3.8% | ||||
KLG also wishes to note that Tony Manini, Peter Pollard and Stephen Hughes, directors of the Company, participated in the above placement on exactly the same terms as all other investors. Following the issue of the Placement Shares and the Consideration Shares, the relevant interests of KLG directors in the capital of the Company are as follows:
| Director Name | Shares held beforeplacement | Shares taken inplacement | Shares heldcurrently and %interest | Other securities | ||||||||
| Tony Manini (1) | - | 2,064,495 | 10,079,618 (2.6%) | 3,812,554ConsiderationWarrants | ||||||||
| Faldi Ismail (2) | 5,196,000 | - | 5,196,000 (1.3%) | 2,700,000 options | ||||||||
| Peter Pollard (3) | 202,052 | 206,449 | 408,501 (0.1%) | 650,000 options | ||||||||
| Stephen Hughes (3) | - | 1,032,247 | 1,032,247 (0.3%) | 1,000,000 options1,661,319ConsiderationWarrants | ||||||||
| Raynard von Hahn (3) | 37,994 | - | 37,994 (0.01%) | 300,000 options |
| Notes: | ||
| 1. | Shares are held indirectly with 6,483,566 held through Antman Holding Pty Ltd and 3,596,052 held through A.J.M. Investco Pty Ltd. | |
| 2. | Of which 5,106,000 shares are held indirectly through Romfal Sifat Pty Ltd and 90,000 are held indirectly through his Australian superannuation fund | |
| 3. | Messrs. Pollard, Hughes and von Hahn hold their shares directly. | |
With effect on January 12, 2015, the Board of Directors welcomed Tony Manini as a director of KLG and as Deputy Chairman and Chief Executive Officer in place of Faldi Ismail who will stay on as a director of the Company (please see Appendix 1 below for further details on Mr Manini’s appointment as required under the AIM Rules for Companies). Doris Meyer resigned as a director on January 12, 2015 to create the vacancy for Mr. Manini and will stay on as Corporate Secretary. Mansur Geiger will assume his new role as Vice President Indonesia and Stephen Hughes, currently a director of the Company, will assume his new role as Vice President Exploration. The directors of the Company are now Peter Pollard, Chairman, Tony Manini, Deputy Chairman and CEO, Faldi Ismail, Stephen Hughes and Raynard von Hahn.
It is intended that the proceeds of the private placement will be used to fund the preparation and commencement of the Company’s next phase of infill and expansion drilling at KLG’s Beruang Kanan prospect within the Company’s KSK Contract of Work in Kalimantan, on finalizing conversion of the Beutong Izin Usaha Pertambangan (“IUP”) from an exploration IUP to an exploitation IUP and for general working capital purposes.
In connection with the closing of the Acquisition, Tigers , of Melbourne, Victoria, Australia acquired ownership and control over all of the Consideration Shares a value of C$0.023 per Consideration Share. Prior to the Acquisition, Tiger held no securities of the Company, and on closing of the Acquisition, held all 171,407,156 Consideration Shares representing approximately 43.4% of the 394,724,753 common shares of Company issued and outstanding upon completion of the Acquisition and the issue of the Placement Shares. On completion of the Distribution, Tiger held no securities of the Company and Tigers Realm Minerals Pty Ltd ("TR Minerals") of Melbourne, Victoria, Australia acquired and held a total of 59,832,600 common shares (the "Minerals Shares") of the Company, representing approximately 15.2% of the 394,724,753 issued and outstanding common shares of Company.
Tigers acquired the Consideration Shares for the purpose of effecting the Acquisition and for investment purposes and the Minerals Shares are held by TR Minerals for investment purposes. Neither Tiger nor TR Minerals have any present intention to acquire further securities of the Company, although either Tiger or TR Minerals may in the future participate in financings and/or acquire or dispose of securities of the Company in the market, privately, or otherwise, as circumstances or market conditions warrant.
Copies of the early warning reports filed by Tiger and TR Minerals in connection with the Acquisition and the Disposition can be found under the Company's profile at www.sedar.com.
The Beruang Kanan Prospect
Inferred Mineral Resource of 47 million tonnes averaging 0.6% Cu or 621,700,000 pounds of copper (reporting cut 0.2% Cu). Mineral Resource estimate is only for the Main Zone, a portion of the Beruang Kanan mineralized area and is based on assays from 74 diamond drill core holes that were drilled from 1998 to 2007 and then from 2012 to 2013. The Mineral Resource is contained within a near-surface, shallow-dipping and strongly mineralized system, that extends over an area of 1000m (N-S) and 950m (E-W) with depth extents ranging from surface to between 100m and 450m below surface (top to bottom). The mineralization remains open in several directions. Other priority targets in the BKM project area have been identified at Beruang Kanan South, Beruang Kanan West, Beruang Kanan Polymetallic North, Beruang Kanan Polymetallic South and the Low Zone prospects; each within 1.5km of the BKM Inferred Mineral Resource.The Beutong Project
Beutong’s Mineral Resource on a 100% basis comprises: Measured and Indicated Resources of 93Mt at 0.61% Cu, 0.13ppm Au, 1.97ppm Ag and 97ppm Mo (0.3% Cu Reporting Cut) for contained metal of 1,241MIbs copper, 373koz gold, 5,698koz silver and 20MIbs molybdenum (0.3% Cu Reporting Cut); and Inferred Resources of 418Mt at 0.45% Cu, 0.13ppm Au, 1.11ppm Ag and 129ppm Mo (0.3% Cu Reporting Cut) for contained metal of 4,092MIbs copper, 1,746koz gold, 14,903koz silver and 112MIbs molybdenum (0.3% Cu Reporting Cut). Beutong’s Mineral Resource on a relevant attributable 40% interest basis comprises: Measured and Indicated Resources of 38Mt at 0.61% Cu, 0.13ppm Au, 1.97ppm Ag and 97ppm Mo (0.3% Cu Reporting Cut) for contained metal of 496MIbs copper, 149koz gold, 2,279koz silver and 8MIbs molybdenum (0.3% Cu Reporting Cut); and Inferred Resources of 167Mt at 0.45% Cu, 0.13ppm Au, 1.11ppm Ag and 129ppm Mo (0.3% Cu Reporting Cut) for contained metal of 1,637MIbs copper, 698koz gold, 5,961koz silver and 45MIbs molybdenum (0.3% Cu Reporting Cut). Large scale copper-gold-molybdenum resource with a high grade core and potential for significant additional upside The Beutong IUP covers two porphyry copper-gold-molybdenum prospects - West and East Porphyries and the Beutong Skarn (copper-gold) Excellent infrastructure exists with major road, grid power and a port located nearby The Company has an option to earn up to an 80% interest in the Beutong Project pursuant to the terms of an existing option agreement.Qualified Person
Data disclosed in this press release have been reviewed and verified by KLG’s qualified person, Stephen Hughes, P. Geo, a Qualified Person within the meaning of NI 43-101.
About Kalimantan Gold Corporation Limited
Kalimantan Gold Corporation Limited is a junior exploration company listed on both the TSX Venture Exchange in Canada and on AIM in London. The Company now has two exploration projects in Kalimantan, Indonesia: the Jelai epithermal gold project in East Kalimantan and the KSK Contract of Work in Central Kalimantan with potential for multiple porphyry copper and gold prospects and the newly acquired Beutong copper-gold-silver-molybdenum project, Sumatra, Indonesia. For further information please visit www.kalimantan.com.
ON BEHALF OF THE BOARD OF DIRECTORS
Tony Manini, Deputy Chairman and CEO
For further information please contact:
-Ends-
Tony ManiniDeputy Chairman and CEO, Kalimantan GoldTelephone: + +61 3 8644 1300Email: toni.manini@kalimantan.com
Gerald CheyneDirector Corporate DevelopmentTelephone: +44 (0) 2077311806Mobile: +44 (0) 7717473168Email: gerald.cheyne@kalimantan.com
VSA Capital LimitedAndrew Raca / Justin McKeeganTelephone: +44 20 3005 5004 / +44 20 3005 5009Email: araca@vsacapital.com
Kalimantan Gold's Nominated AdviserRFC Ambrian LimitedAndrew Thomson / Trinity McIntyreTelephone: +61 8 9480 2500Email: andrew.thomson@rfcambrian.com / trinity.mcintyre@rfcambrian.com
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release contains forward-looking statements that are based on the Company’s current expectations and estimates. Forward-looking statements are frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “suggest”, “indicate” and other similar words or statements that certain events or conditions “may” or “will” occur. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual events or results to differ materially from estimated or anticipated events or results implied or expressed in such forward-looking statements. Such factors include, among others: the actual results of current exploration activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; possible variations in ore grade or recovery rates; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing; and fluctuations in metal prices. There may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.
Appendix 1 – Further Details on New Director
Mr Antony James Manini (aged 51)
Mr Manini has over 25 years of global resource industry experience across a diverse range of commodities in over 20 countries. His experience includes 14 years with Rio Tinto Limited and 8 years with Oxiana Limited (now OZ Minerals Limited) covering various technical, commercial, senior management and executive roles in exploration, project evaluation, project development and business development.
As a foundation member of the Oxiana Limited executive team he was responsible for establishing and managing the company’s highly successful exploration and resources group and closely involved in the discovery and/or acquisition and development of Oxiana Limited/OZ Minerals Limited’s four operating mines. Mr Manini is a founder of Tigers Realm Minerals and Tigers Realm Coal and has been Managing Director of Tigers Realm Metals Pty Ltd since its inception. He is also Executive Chairman of Tigers Realm Coal Ltd.
Mr Manini holds an Honours Degree in Geology and is a Fellow of the Australian Institute of Mining and Metallurgy and the Society of Economic Geologists.
All directorships and partnerships Mr Manini has held in the last five years are as follows:
| Current directorships / partnerships | Past directorships / partnerships | |||
| A.J.M. Investco Pty Ltd | Andean Coal Pty Ltd | |||
| Antman Holdings Pty Ltd | ||||
| EMR Capital Advisors Pty Ltd | ||||
| EMR Capital Holdings Pty Ltd | ||||
| EMR Capital International Pty Ltd | ||||
| EMR Capital Limited Partner Pty Ltd | ||||
| EMR Capital Pty Ltd | ||||
| EMR Capital T (No.1) Pty Ltd | ||||
| Manini Holdings Pty Ltd | ||||
| Tigers Realm Coal Ltd | ||||
| Tigers Realm Metals Pty Ltd | ||||
| Tigers Realm Minerals Pty Ltd | ||||
| TR Coal International Ltd | ||||
As noted in the above announcement, Mr Manini currently has an indirect interest in 10,079,618 KLG shares (2.6%). 6,483,566 of these shares are held through Antman Holding Pty Ltd and 3,596,052 are held through A.J.M. Investco Pty Ltd. Please note that as stated Mr Manini is a director of Tigers Realm Minerals Pty Ltd, a substantial shareholder in KLG. Mr Manini also directly holds the following Warrants in the Company:
| Warrants | Expiry Date | Ex. Price | ||||||
| 611,904 | 4-Jun-2016 | C$0.06 | ||||||
| 318,579 | 18-Jun-2016 | C$0.06 | ||||||
| 1,529,761 | 2-Oct-2016 | C$0.10 | ||||||
| 269,575 | 13-May-2017 | C$0.12 | ||||||
| 164,878 | 13-May-2017 | C$0.12 | ||||||
| 917,857 | 13-Apr-2019 | C$0.10 | ||||||
There are no other matters in relation to the new director that require disclosure under the AIM Rules for Companies, pursuant to Rule 17 and Schedule Two.
Copyright Business Wire 2015