Herencia Resources Regulatory News (HER)

24 Oct 2005 07:00

Herencia Resources PLC24 October 2005 Herencia Resources plc / Ticker: HER / Market: AIM / Sector: Mining & Exploration Herencia Resources ('Herencia' or 'the Company') Further re Acquisition of Tarapaca Resources (Bermuda) Limited Herencia Resources plc, the AIM traded mining and exploration company, hasentered into an agreement to acquire the entire issued share capital of TarapacaResources (Bermuda) Limited ("Tarapaca") from Australian listed MineralSecurities Limited ("MinSec"). This will secure Herencia the ownership of aportfolio of silver-zinc-copper-gold exploration properties in Chile. Herencia Chairman Tony Barton said: "Having examined a number of deals webelieve that this acquisition represents great value for shareholders. Bothareas are in renowned silver areas with good communications and infrastructure.Furthermore, neither of the highly prospective licence areas in Iquique andPaguanta appear to have had any modern exploration. By implementing newtechniques, we hope to discover new silver and copper deposits. "Our exploration programme will initially target zones with old workings onsilver rich veins and other types of mineralization, focussing on surfaceregolith features with potential for open cut mining and simple processing. Wewill also target potentially larger manto and skarn deposit styles of silver andcopper mineralization." 1. Introduction The acquisition of Tarapaca ("Acquisition") crystallises the Company's strategyof positioning itself as a mineral exploration and development company. TheAcquisition is an opportunity to build a portfolio of projects that havepotential for development and create value for shareholders. Following thecompletion of the Acquisition, it is the Board's intention to invest immediatelyin the exploration and development of the most prospective areas. TheAcquisition is a reverse takeover within the meaning of the AIM Rules and, asrequired by those rules, is subject to the approval of shareholders in generalmeeting. Iquique Resources and Paguanta Resources have entered into joint ventures inrespect of the prospective Iquique and Paguanta silver-zinc-copper-gold projectsin northern Chile. The Iquique Project and the Paguanta Project occupy an areawith known mineralised systems and the Directors and Keith Liddell ("theProposed Director") believe they represent a compelling exploration opportunity. The Iquique and Paguanta Projects contain numerous ancient workings, some ofwhich date back to the Inca Empire and more recent European settlement.Importantly, the Projects appear to have had no significant modern exploration.The Iquique and Paguanta Projects are prospective for open pit bulk tonnageresources comprising vein, stockwork, manto, skarn and porphyry stylesilver-zinc-copper-gold mineralization. The Directors and the Proposed Director believe that the Projects arestrategically positioned in a stable political environment in good proximity toinfrastructure, mining services, ports, transport, water and smeltingfacilities. The Competent Person's Report prepared for Herencia indicates that the proposedcomprehensive exploration programmes and budgets including sampling of oldworkings, soil sampling, ground magnetics, and reverse circulation drilling areconsidered appropriate for the Projects. Upon completion of the Acquisition and issue of the Initial ConsiderationShares, MinSec will hold approximately 50% of the enlarged issued share capitalof Herencia. If the Deferred Consideration Shares are issued, MinSec will hold60% of the Ordinary Shares of the Company. MinSec is a public company listed on the Australian Stock Exchange. Itsbusiness is resource investment and its post tax profit for the year ended 30June 2004 was A$1.83 million. Further information in respect to MinSec isavailable on MinSec's website at www.mineralsecurities.com.au. 2. Principal Terms of the Acquisition Under the terms of the Acquisition Agreement between Herencia and MinSec: (1) Herencia will purchase the entire issued capital of Tarapaca for a total potential consideration of 150,000,000 Ordinary Shares ("Consideration Shares"); (2) an initial consideration of 100,000,000 Ordinary Shares ("Initial Consideration Shares") will be payable on completion of the Acquisition Agreement and further consideration of 50,000,000 Ordinary Shares ("Deferred Consideration Shares") will be payable on the achievement of certain performance criteria. The performance criteria are the investment by the enlarged group of companies of at least US$2,000,000 in the Projects within 36 months of the date of the Acquisition Agreement or the enlarged group disposing of a majority interest in either of the Projects; and (3) Tarapaca must complete a £500,000 capital raising prior to completion of the Acquisition Agreement. It is expected that completion of the Acquisition will take place on 21 November2005, and admission to AIM ("Admission")on approximately 22 November 2005. 3. Background to and Reasons for the Acquisition The Company was admitted to AIM on 22 February 2005 as an investing company witha strategy of undertaking investments in the minerals and resources sector. Theproposed acquisition of Tarapaca is the Company's first proposed investment andrepresents the implementation of that strategy. 4. Current trading and prospects The Company is currently an investing company (as defined by the AIM Rules) andthe Acquisition represents the Company's first proposed investment. The Companywill evaluate additional projects on a case by case basis and make furtheracquisitions, if these are perceived to have the potential to add value.Herencia has not had any employees since its incorporation and currently has noemployees. Save as set out in this document, the Company has not sold any products orperformed any services since incorporation and there are therefore nosignificant recent trends in production, sales and inventory, and costs andselling prices between the end of the last financial year and the date of thisdocument. 5. Directors and Proposed Director Board changes On completion of the Acquisition Keith Liddell will be appointed as a newdirector of the Company. The board immediately following completion of theAcquisition will be as follows: Anthony Barton (Executive Director) (Age: 48) Anthony Barton holds a Bachelor of Business degree from the Royal MelbourneInstitute of Technology. Mr Barton is a director and shareholder of AustralianHeritage Group Pty Ltd, a private investment bank which invests in listed andunlisted companies and undertakes fund management activities. Mr Barton has 28years of commercial experience having founded and managed an investment bankinghouse and acted in senior executive capacities of two Australian share brokingfirms. Mr Barton founded and managed the Australian Stock Exchange listedinvestment banking house Australian Heritage Group Limited which providedventure capital and invested in the resource, financial services and biotechsectors. Australian Heritage Group Limited was subsequently restructured and hadits name changed to Mineral Securities Limited. Mr Barton has been a founder anddirector of a number of private and publicly listed companies in Australia. MrBarton has been a Director of Herencia since its incorporation and is also adirector of a number of companies listed on AIM. Ross Warner (Non-Executive Director) (Age: 38) Ross Warner holds a Bachelor of Laws degree from the University of WesternAustralia and a Master of Laws degree from the University of Melbourne. MrWarner has approximately ten years experience working in law firms includingMallesons Stephen Jaques in Australia and Clifford Chance in the UK. Hisprincipal area of practice has been advising venture capital funds in relationto management buy-outs and related transactions. Mr Warner has been a Directorof Herencia since its incorporation and is also a director of a number ofcompanies listed on AIM. Keith Liddell (Non-Executive Director) (Age: 47) Keith Liddell is Executive Chairman of Mineral Securities Limited, a companythat makes investments in resource and energy projects. Mr Liddell is an experienced metallurgical engineer and resource companymanager, having worked exclusively in the minerals industry for 25 years. Histechnical expertise includes engineering of plant and equipment, processdevelopment, project management and risk planning. He has particular experiencewith the development of resource projects for platinum group metals, basemetals, gold, diamonds and industrial minerals. He holds a number of patents inhis name. Mr Liddell has extensive experience in the management of resource companies,including the formulation and implementation of corporate strategy, managingstakeholder relationships and in arranging corporate and project finance. He isthe former Managing Director of Aquarius Platinum Limited, a platinum miningcompany that successfully developed the Kroondal Platinum Mine in South Africaunder his direction. As representative of Mineral Securities Limited, Keith is also is a director ofa number of companies listed on the Australian Stock Exchange Ltd. 6. Lock-in arrangements The Company's Directors, related parties and applicable employees (each asdefined in the AIM Rules) whose interests in the Company will amount to 78.38%.of the issued Ordinary Shares on Admission, have undertaken not to dispose ofany interest in their Ordinary Shares for a minimum period of twelve monthsfollowing Admission except in the very limited circumstances allowed by the AIMRules. 7. City Code At present, the City Code on Takeovers and Mergers ("City Code") does not applyto the Company on the basis that the Company's place of central management isnot currently in the UK, the Channel Islands or the Isle of Man. This documentdoes not, therefore, contain the information relating to MinSec that would berequired if the City Code did apply to the Company. There are provisions in the Company's articles of association which state that,if at any time when the City Code does not apply to the Company, a person(together with any persons held to be acting in concert with him) acquiresshares in the Company which would have obliged them to extend an offer (a "mandatory offer") to the holders of all other shares in the Company had the CityCode applied, the Directors have the discretion to disenfranchise such personuntil a compliant mandatory offer is made. Following the allotment of the Initial Consideration Shares, MinSec will control50% of the enlarged issued share capital of the Company. Following theallotment of the Deferred Consideration Shares, MinSec will control 60% of theOrdinary Shares. As the Directors are recommending the Acquisition, they do notpropose to use the discretion afforded by the Company's articles of associationas set out above. 8. Extraordinary General Meeting You will find at the end of the Company's admission document is a noticeconvening an Extraordinary General Meeting of the Company to be held at 30Farringdon Street, London EC4A 4HJ at 10.00 a.m. on 21 November 2005 at whichresolutions will be proposed as ordinary resolutions to approve the Acquisitionfor the purposes of Rule 14 of the AIM Rules. 9. Information on Tarapaca Background Tarapaca is the holding company of a group of four companies. Tarapaca owns100% of the issued share capital of Tarapaca Holdings and 99% of the issuedshare capital of each of Iquique Resources and Paguanta Resources. TarapacaHoldings owns the remaining 1% of the issued share capital of both IquiqueResources and Paguanta Resources. Iquique Resources entered into a joint venture agreement with Compania MineraCosta Rica and Compania Minera Santa Lucia Limitada in respect of thesilver-copper Iquique Project on 26 July 2005. This gave it the right to earnup to 70% of the Iquique Project by contributing US$2 million towards theIquique Project's exploration activities. The Tarapaca group of companies mustcontribute US$0.5 million within 18 months to earn a 50% interest in theproject. To retain that interest and increase its interest to 70%, it mustspend a further US$1.5 million within 36 months. Paguanta Resources entered into a joint venture agreement with Compania MineraCosta Rica in respect of the silver-zinc-copper-gold Paguanta Project on 29 June2005. This gave it the right to earn up to 70% of the Paguanta Project bycontributing US$2 million towards the Paguanta Project's exploration activities. The Tarapaca group of companies must contribute US$0.5 million within 18months to earn a 50% interest in the project. To retain that interest andincrease its interest to 70%, it must spend a further US$1.5 million within 36months. Iquique Project Overview Compania Minera Costa Rica and Compania Minera Santa Lucia Limitada securedtenements over approximately 94 km2 in the Iquique district, which containsnumerous old silver workings dating back to the Inca Empire and the Spanishcolonial era. The licence area covers almost the entire old Iquique silvermining district, which in the 19th Century was the second largest silverproducer in Chile. The Company hopes that the consolidation of the silverdistrict under a single ownership structure will provide an opportunity to applymodern exploration methods to discover new silver and copper deposits. The Project is situated in an area with good communications and infrastructurebeing located 20km from the deep water port of Iquique, near the western edge ofa high plateau. The main road from Iquique to the nitrate mines, which arelocated immediately east of the silver workings, also passes through the IquiqueProject area. With a population of approximately 140,000, Iquique offersextensive services and necessary infrastructure for the mining industry, as wellas daily flights to Santiago. The majority of old mines were underground, following narrow veins to depth,with mineralization in veins extending along east-west structures and aroundporphyry intrusions. Recently, dumps from these have been retreated to recoversilver. In the earliest mining period, wider ore bodies were also exploited innear surface to produce oxidised, friable material that contained silverchloride mineralization. These appear to be amenable to processing by simpleleaching methods. As a result, one of the main aims of the Iquique Project is to investigate thepotential for bulk open cut mining of silver deposits in weathered oxidised rockwhere surface processes may have enriched silver chloride and other silverminerals. In addition, the search for manto and skarn type silver-copperdeposits like those mined in similarly mineralised districts in Peru and Mexicowill be undertaken. Some shafts have intersected replacement copper and silvermineralization within favourable limestone stratigraphy marginal to porphyrysills. Iquique Project Exploration Programme A comprehensive exploration program consisting of sampling of old workings, soilsampling, ground magnetics and 3,000 metres of reverse circulation drilling hasbeen planned. The programme will initially target zones with old workings on silver rich veinsand other types of mineralization, focussing on surface regolith features withpotential for open cut mining and simple processing. This will include samplingof dumps of old workings, which occur in zones extending over several kilometresstrike length, followed by drill testing of zones with significant width ofmineralization of interest. The programme will also target potentially larger manto and skarn deposit stylesof silver and copper mineralization. Geochemical and magnetic surveys will beundertaken to define such targets, followed by drilling. Iquique Project Tenements Compania Minera Santa Lucia Limitada and Compania Minera Costa Rica are theholders of registered exploitation mining concessions and exploration miningconcessions in process with the Custodian of Mines of Iquique in Chile, SouthAmerica covering two separate blocks of tenements over approximately 94 km2 ofthe Iquique Mineral Field. The northern block covers 66 km2 comprising 18licences of 3 km2 and 6 licences of 2 km2. The southern block comprises eight 3km2 blocks and two 2 km2 blocks totalling 28 km2. There are no known claims by any third party against any of the miningconcessions. A number of the mining concessions overlap mining concessions ofthird parties. Compania Minera Costa Rica is seeking the legal annulment ofthose third parties' mining titles before the Custodian of Mines of Iquique. Thelocation and size of the areas where there may be overlapping is not consideredto be significant and should not materially impact the overall position of themining concessions held. A schedule of the mining concessions follows. Discovery Registry : Custodian of Mines of IquiqueType of Concession : Concession of Exploitation ConstitutedLocation : Iquique, Iquique, I Region Name Surface Name SurfaceRosate 1 a 18 N/A San Juan 1 al 2 * 10 hectares Discovery Registry : Custodian of Mines of IquiqueType of Concession : Concession of Exploration in ProcessLocation : Iquique, Iquique, I Region Name Surface Name SurfaceDon Alejandro 10 300 hectares Don Alejandro 37 300 hectaresDon Alejandro 11 300 hectares Don Alejandro 38 300 hectaresDon Alejandro 12 300 hectares Don Alejandro 39 300 hectaresDon Alejandro 13 300 hectares Don Alejandro 46 300 hectaresDon Alejandro 14 300 hectares Don Alejandro 47 300 hectaresDon Alejandro 17 300 hectares Don Alejandro 48 300 hectaresDon Alejandro 18 300 hectares Don Alejandro 49 300 hectaresDon Alejandro 19 300 hectares Don Alejandro 50 300 hectaresDon Alejandro 20 300 hectares Don Alejandro 51 300 hectaresDon Alejandro 21 300 hectares Don Alejandro 52 300 hectaresDon Alejandro 22 300 hectares Don Alejandro 53 200 hectaresDon Alejandro 23 200 hectares Don Alejandro 54 200 hectaresDon Alejandro 24 200 hectares Don Alejandro 55 200 hectaresDon Alejandro 30 200 hectares Don Alejandro 56 200 hectaresDon Alejandro 31 300 hectares Don Alejandro 57 300 hectaresDon Alejandro 32 300 hectares Don Alejandro 58 200 hectaresDon Alejandro 35 300 hectares Libertad 1 * 300 hectaresDon Alejandro 36 300 hectares * The San Juan 1 al 2 and Libertad 1 concessions had not received legalclearance at the time the Independent Technical Expert prepared their report andconsequently are not covered by their report. Paguanta Project Overview The Paguanta Project is located in the northern part of the main Chileanporphyry copper belt, approximately 120km east of the coastal port of Iquique.Compania Minera Costa Rica secured a 39 km2 tenement block which covers knownsilver-zinc-gold mineralization ("Patricia Zone") and copper-silvermineralization ("Doris Zone"). MinSec was attracted to the Paguanta Project byan historic silver mine, which was active approximately 130 years ago whensmall-scale underground mining of high grade silver veins was undertaken. Previously restricted by access, Compania Minera Costa Rica recently constructeda 28km road from the Iquique-Oruro (Bolivia) highway southward across theTarapaca River gorge to the Paguanta Project area. This new road has providedrelatively straightforward access and opened up the area to modern exploration.The site is at 3,300-4,200 metres elevation and in the mineralised areas theslopes are relatively gentle. Patricia Zone Several high grade silver-zinc vertical lodes or veins were mined in thePatricia Zone and ore was smelted on site 130 years ago. The rock between thelodes, or veins, is pervasively altered and mineralised suggesting potential fordisseminated, veinlet stockwork or breccia mineralization. In the old mine areathere is silver-zinc-gold mineralization in high sulphidation epithermal veinsand stockwork breccias hosted by andesite volcanic lavas and porphyryintrusions. The old workings of the Patricia Zone are located within an altered mineralisedzone which is 700 metres wide and extends along strike for 4km along aneast-west structure. Doris Zone Compania Minera Costa Rica has recently discovered the Doris Zone, a virginmineralised zone to the north east of the old Patricia Zone workings. Visiblecopper sulphide minerals are seen in outcrop, which are reported to also containhigh silver and anomalous gold values. Cumbre Zone The Cumbre Zone in the southern part of the Paguanta tenement is an area ofsilicified limonitic breccias with some old workings yet to be investigated. Itis the Company's intention to evaluate these further and, if warranted, furtherexploration will be initiated. Paguanta Project Exploration Programme A comprehensive first phase exploration programme involving stream sedimentsampling, sampling of old workings and mineralised zones and a ground magneticsurvey prior to a 3,000 metre reconnaissance drilling program has been outlined.The proposed exploration is aimed at defining additional drill targets as wellas highlighting additional discrete targets in the large alteration zonesalready outlined. The initial programme will involve rock chip and stream sediment sampling andgeological mapping. The old working is a drill ready target wheremineralization is found over a width of 700 metres along the east-west trendingPatricia Zone structure. Follow up work will involve step out drilling alongthe Patricia Zone and drill testing the targets delineated in the Doris Zone. Paguanta Project Tenements Compania Minera Costa Rica is the holder of registered exploration miningconcessions with the Custodian of Mines of Pozo Almonte in Chile, South Americacovering one block of tenements over approximately 39 km2. The tenement blockcomprises 12 exploration licences of 300 ha each, one block of 200 ha andanother of 100 ha. There are no known claims by any third party against any of the miningconcessions. There is one block of 300 ha that may overlap the miningconcession of a third party. Compania Minera Costa Rica is seeking the legalannulment of the third party's mining title before the Custodian of Mines ofPozo Almonte. The location and size of the area where there may be overlappingis not considered to be significant and should not materially impact the overallposition of the mining concessions held. A schedule of the mining concessionsfollows. Discovery Registry : Custodian of Mines of Pozo AlmonteType of Concession : Concession of Exploration ConstitutedLocation : Huara, Iquique, I Region Name Surface Name SurfaceCarlos Felipe 1 300 hectares Jose Miguel 2 300 hectaresCarlos Felipe 2 300 hectares Jose Miguel 3 200 hectaresCarlos Felipe 3 300 hectares Jose Miguel 4 300 hectaresCarlos Felipe 4 300 hectares Jose Miguel 5 300 hectaresCarlos Felipe 5 300 hectares Jose Miguel 6 300 hectaresCarlos Felipe 6 300 hectares Jose Miguel 7 300 hectaresJose Miguel 1 300 hectares Jose Miguel 8 100 hectares Details of Tarapaca and its subsidiaries Tarapaca Resources (Bermuda) Limited ("Tarapaca") was incorporated on 24 July2003 in Bermuda with registered number 33982. Its registered office is CedarHouse, 41 Cedar Avenue, Hamilton HM 12 Bermuda. Its authorised share capital isUS$12,000, consisting of 12,000 shares of US$1 each. Its issued share capitalis US$12,000, consisting of 12,000 shares of US$1 each, all of which are fullypaid. All of the issued shares of Tarapaca are owned by MinSec. It undertakesno activities other than those associated with it being a holding company. Ithas never made a profit or loss and it has never paid a dividend. Tarapaca Holdings (BVI) Limited ("Tarapaca Holdings") was incorporated on 26April 2005 in the British Virgin Islands with registered number 653768. Itsregistered office is PO Box 957, Offshore Incorporations Centre, Road Town,Tortola, British Virgin Islands. Its authorised share capital is US$50,000,consisting of 50,000 shares of US$1 each. Its issued share capital isUS$50,000, consisting of 50,000 shares of US$1 each, all of which are fullypaid. All of the issued shares of Tarapaca Holdings are owned by Tarapaca. Itundertakes no activities other than those associated with it being a holdingcompany. It has never made a profit or loss and it has never paid a dividend. Iquique Resources (Chile) SA ("Iquique Resources") was incorporated on 20 May2005 in Chile with registered number 13370. Its registered office is CariolaDiez Perez-Cotapos & Cia. Ltda. Avda. Andres Bello 2711, piso 19, Las Condes,Santiago, Chile. Its authorised share capital is US$100, consisting of 100shares of US$1 each. Its issued share capital is US$100, consisting of 100shares of US$1 each, all of which are fully paid. Of the issued shares inIquique Resources, 99 shares are owned by Tarapaca and 1 share is owned byTarapaca Holdings. It undertakes no activities other than those described inthis document. It has never made a profit or loss and it has never paid adividend. Paguanta Resources (Chile) SA ("Paguanta Resources") was incorporated on 20 May2005 in Chile with registered number 13371. Its registered office is CariolaDiez Perez-Cotapos & Cia. Ltda. Avda. Andres Bello 2711, piso 19, Las Condes,Santiago, Chile. Its authorised share capital is US$100, consisting of 100shares of US$1 each. Its issued share capital is US$100, consisting of 100shares of US$1 each, all of which is fully paid. Of the issued shares inPaguanta Resources, 99 shares are owned by Tarapaca and 1 share is owned byTarapaca Holdings. It undertakes no activities other than those described inthis document. It has never made a profit or loss and it has never paid adividend. 10. Directors' and other interests The interests (all of which are beneficial unless stated otherwise) of theDirectors and their immediate families and the persons connected with them(within the meaning of Section 346 of the Act) which have been notified to theCompany pursuant to Sections 324 and 328 of the Companies Act 1985 ("Act") orare required to be disclosed in the Register of Directors' Interests pursuant toSection 325 of the Act in the issued share capital of the Company and theexistence of which is known to, or could with reasonable due diligence beascertained by, any Director as at the date of this document are as follows: Name Number of Percentage of Number of Percentage of issued share ordinary shares issued share Ordinary Shares capital held following capital following before the the Acquisition the Acquisition Acquisition before the AcquisitionA Barton * Nil - Nil -R Warner 750,000 0.75% 750,000 0.375 %Australian Heritage 37,500,000 37.5% 37,500,000 18.75 %Group Pty Ltd **Strategic Capital 12,000,000 12.0% 12,000,000 6 %Fund ***New Capital Fund *** 6,500,000 6.5% 6,500,000 3.25 %MinSec**** Nil - 100,000,000 50% * Anthony Barton's interest includes holdings through Australian HeritageGroup Pty Ltd as described below. ** Australian Heritage Group Pty Ltd is a company of which Anthony Barton isa director and in which he holds a beneficial interest. The shares are held byAustralian Heritage Group Pty Ltd as trustee for the Australian Heritage Grouptrust of which Anthony Barton is one of the beneficiaries. *** Australian Heritage Group Pty Ltd is the trustee of, but does not have anybeneficial interest in, the New Capital Fund and the Strategic Capital Fund.Anthony Barton is a director of the trustee and holds a beneficial interest inthese funds. **** Keith Liddell is a director of MinSec and he and his associates have aninterest in 24.47% of its issued capital. If the Deferred Consideration Sharesare issued, MinSec will hold 150,000,000 Ordinary Shares comprising 60% of theissued capital of the Company. The above parties do not have different voting rights to the other Shareholders. In addition to the directorships in the Company the Directors hold or have heldthe following directorships within the five years immediately prior to the dateof this document: Name Current Directorships Past Directorships Anthony Barton Australian Heritage Group Pty Ltd Allied Mining Pty Ltd Holland Park Estates Pty Ltd Australian Heritage Funds Ltd Barton Fisher Nominees Pty Ltd Colonial Mining Pty Ltd Chelsworth Grange Pty Ltd Hibernia Gold Ltd FWS Barton Pty Ltd Mineral Securities Ltd Laissez Faire Et Cie Pty Ltd Mineral Securities Holdings Pty Ltd Universal Oil (Australia) Pty Ltd Siberia Mining Corporation Ltd Henley Park Estates Pty Ltd Speewah Mining Pty Ltd Inglewood Lodge Pty Ltd Antares Energy Ltd Merapin Pty Ltd Batavia Coast Investments Ltd Selwood Nominees Pty Ltd DJ Carmichael Pty Ltd Chian Resources PLC Edel Investments Pty Ltd Medici Bioventures PLC Gama Holdings Pty Ltd Independent Portfolio Management Ltd International Mini Refineries Pty Ltd MMC Asset Management Limited Reward Minerals Ltd VRI Biomedical Ltd Ross Warner Tower Resources PLC Ascent Capital Pty Ltd Uranium Resources PLC Molecular Pharmacology PLC Molecular Pharmacology PLC Chian Resources PLC Medici Bioventures PLC Davos PLC Nardina Resources PLC Irvine Energy PLC Deep Yellow Tanzania Limited Keith Liddell Mineral Securities Limited Aquarius Platinum Limited Mineral Securities (Xinjiang) Pty Aquarius Platinum (Australia) Limited Ltd Metprotech Pacific Pty Ltd Cherish Metals Pty Ltd Allied Mining Pty Ltd Sally Malay Mining Ltd Colonial Mining Pty Ltd Australian Mines Ltd Copperco Limited Blair Nickel Mines Pty Ltd Copperwell Pty Ltd Kimberley Nickel Mines Pty Ltd Lady Annie Pty Ltd Sally Malay Exploration Pty Ltd Liddell Capital Pty Ltd Yaralla Minerals Pty Ltd Tintron Pty Ltd Aquarius Platinum Corporate Services Pty Ltd Sheke Pty Ltd Ivanhoe Nickel & Platinum Limited Millennium Minerals Pty Ltd Millennium Minerals (Operations) Pty Ltd Tarapaca Resources (Bermuda) Limited Tarapaca Holdings (BVI) Limited Iquique Resources (Chile) SA Paguanta Resources (Chile) SA Tulasi Gold Pty Ltd Niplats Australia Pty Ltd Mineral Securities (NK) Pty Ltd Reefway Pty Ltd Speewah Mining Pty Ltd Pan-Ausino Development Pty Ltd Savannah Resources Pty Ltd Mineral Securities Holdings Pty Ltd Goodwest Investments Pty Ltd Eureka Mines Pty Ltd Tianshan Goldfields Ltd 11. Company's accounts The Company's accounts from the date of incorporation on 27 January 2005 to 31August 2005 and set out in the appendix to this announcement. 12. Publication of admission document The Company will post its admission document to existing shareholders today. APPENDIX INCOME STATEMENT For the period ended 31 August 2005 31 August 2005CONTINUING OPERATIONS £ Administrative expenses (146,964)Operating loss (146,964) Investment income 11,138 Loss before taxation (135,826)Income tax expense - Loss for the period (135,826) Loss per share (0.0014)Diluted loss per share (0.0014) BALANCE SHEET As at 31 August 2005 31 August 2005 £ASSETSCurrent assetsCash and cash equivalents 432,084Total assets 432,084 LIABILITIESCurrent liabilitiesTrade and other payables (17,910)Total liabilities (17,910) Net assets 414,174 EQUITYShare capital 100,000Share premium 450,000Retained earnings (135,826)Total equity 414,174 CASH FLOW STATEMENT For the period ended 31 August 2005 31 August 2005 £ Net cash outflow from operating activities (Note 1) (129,054) Investing activitiesInterest received 11,138 Financing activitiesNet proceeds from issue of ordinary share capital 550,000 Net increase in cash and cash equivalents 432,084 Notes to the Cash Flow Statement 31 August 2005 £1. Cash generated from operationsNet loss (146,964) Changes in working capital:Increase in payables 17,910Cash generated from continuing operations (129,054) NOTES TO THE FINANCIAL INFORMATION For the period ended 31 August 2005 1. Accounting Policies Basis of Accounting The financial information has been prepared under the historical cost conventionand in accordance with International Financial Reporting Standards and IFRICinterpretations and with the parts of the Companies Act 1985 applicable tocompanies reporting under International Financial Reporting Standards. Foreign Currencies Transactions in foreign currencies are translated into sterling at the rate ofexchange ruling at the date of the transaction. Monetary assets and liabilitiesdenominated in foreign currencies are translated at the rate of exchange rulingat the balance sheet date. The resulting exchange gain or loss is dealt with inthe profit and loss account. Investments Fixed asset investments are carried at cost less provisions for any permanentdiminution in value. 2. Share capital Period ended 31 August 2005 £Authorised10,000,000,000 Ordinary shares of £0.001 each 10,000,000 Issued and fully paid100,000,000 Ordinary shares 100,000 The Company was incorporated on 27 January 2005 with an authorised share capitalof £10,000,000 divided into 10,000,000,000 ordinary shares of £0.001 each, ofwhich 2 shares were issued fully paid, on incorporation. On 31 January 2005 the founders subscribed for an aggregate of 49,999,998Ordinary Shares, all at par value to raise £49,999.998. On 21 February 2005 the Company allotted 50,000,000 Ordinary Shares for cash at£0.01 per share to raise £500,000. 3. No dividends were paid or proposed in respect of the period ended 31August 2005. 4. Related party transaction During the period a payment of £12,500 was made to Australian Heritage Group PtyLtd, the majority shareholder of the Company, in consideration for managementand consultancy services provided to the Company in connection with a placing ofOrdinary Shares and the admission of the then existing issued share capital ofthe Company to trading on AIM. 5. Post balance sheet event On 28 July 2005 the Company announced that it had entered into heads ofagreement to acquire resources projects in Chile from Mineral SecuritiesLimited, a company listed on the Australian Stock Exchange. **ENDS** CONTACTS: TONY BARTON +618 9325 8888 ROSS WARNER +07760 487 769 HUGO DE SALIS, ST BRIDES MEDIA & FINANCE LTD 020 7242 4477 This information is provided by RNS The company news service from the London Stock Exchange