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First Day of Dealings on AIM

12 Nov 2012 08:01

RNS Number : 8199Q
Centurion Resources PLC
12 November 2012
 



Centurion Resources Plc / Index: AIM / Epic: CEN / Sector: Natural Resources

12 November 2012

Centurion Resources Plc ('Centurion' or 'the Company')

First Day of Dealings and Admission to Trading on AIM

 

Centurion Resources Plc, the natural resource company focussed primarily on the exploration and development of copper assets in Austria, is being admitted to trading on AIM today (ticker: CEN). The Company has raised £1 million before expenses by way of a placing and subscription of 100,000,000 new Ordinary Shares at 1 pence per share. Beaumont Cornish Limited acts as Nominated Adviser and Broker to the Company and Merchant Securities Limited is the Company's Joint Broker.

 

Overview:

 

·; Experienced Board of Directors and management team including Peter Landau, Alastair Clayton and Greg Kuenzel - extensive resource and transactional experience and a large network of European mining contacts

 

·; Funds used to acquire and develop the 33 sq km Mitterberg Copper Exploration Licences ('Mitterberg' or 'the Project') in Salzburg, Austria - includes the previously producing Mitterberg Copper Project

 

·; Mitterberg district estimated to contain the largest copper concentration in the Eastern Alps

 

·; Potential significant value uplift for the Project through detailed exploration programme

 

·; Board of Directors additionally focussed on identifying and evaluating other opportunities for the acquisition of complementary natural resources properties

 

Centurion Chief Executive Officer Alastair Clayton said, "The Mitterberg Copper Project is a highly prospective, previously operating high grade copper mine, located in an area of significant mineralisation in Austria. Exciting exploration upside is evident within the tenure offering Centurion the opportunity to create substantial value.

 

"Plentiful historic data has provided us with a strong understanding of the mineral-rich area, with approximately 120,000 tonnes of copper believed to have been extracted to date and a current calculated exploration target of 11.0Mt-11.7Mt grading between 1.0%-1.15% copper for the Project.

 

"Following the successful fundraising, we are now commencing our well defined work programme. In addition, our Board of Directors and management team has a strong network of contacts in the European mining space which will enable us to evaluate and potentially acquire further valuable resource projects."

 

For further information see www.centurionresources.com or contact the following:

Alastair Clayton/ Greg Kuenzel

 

Centurion Resources Plc

+ 44 (0) 20 3326 1729

Roland Cornish/ James Biddle

 

Beaumont Cornish Limited

+44 (0) 20 7628 3396

Lindsay Mair/ Catherine Miles

 

Merchant Securities Limited

+44 (0) 20 7628 2200

Elisabeth Cowell/ Charlotte Heap

 

St Brides Media and Finance Ltd

+44 (0) 20 7236 1177

 

Information on the Company

The Company has agreed to acquire an 80 per cent. interest in the Mitterberg Copper Exploration in consideration of the allotment and issue of 55,000,000 Ordinary Shares in the Company at 1p per Ordinary Share. In addition, the Company has an option to acquire the balance of the 20 per cent. interest in Licences for £400,000 to be satisfied, at the sole discretion of the Company, either in cash or by the issue of new Ordinary Shares at a 30 day volume weighted average price prior to the option being exercised.

 

Completion of the Acquisition is conditional on Admission. The Mitterberg Copper Exploration Licences cover the Mitterberg Copper Project in Austria, a previously operating copper mine near Salzburg. The Company intends to undertake initial surveying and drilling work in an effort to understand better the geology and potential resource possibilities at Mitterberg as well as leveraging the Board's considerable mining and regional expertise.

 

In conjunction with the Acquisition, the Company has appointed Alastair Clayton as Chief Executive Officer and Peter Landau as Non-Executive Chairman. Greg Kuenzel has become a Non-Executive Director (with responsibility for Finance) and Robert Hyndes is to remain as a Non-Executive director with Anthony Roberts stepping down from the Board but continuing in a consultancy role with the Company.

 

To fund the work programme and on-going corporate costs the Company has raised £1 million from institutional and other investors.

 

Information on the Mitterberg Copper Exploration Licences

The Mitterberg Copper Project is centred in the Mitterberg district near Salzburg, Austria and contains, arguably, the largest copper concentration in the Eastern Alps.

 

Mitterberg is an ancient copper mining area worked intermittently from prehistoric times to 1977.

 

Evidence for prehistoric mining (dating back about 4,000 years, with major activity during the Bronze Age) was discovered in 1872. Modern mining started in 1829 and ceased in 1977. It is estimated from old company records that an aggregate of approximately 120,000 tonnes of copper was extracted. Dormant underground workings have an extent of some 40km comprising three main adits and four shafts that when active gave access to a main ore vein of a total length of 11km, 0.2m - 4m thickness and 460m to 520m in mineable vertical extent.

 

Processing and smelting of the ores from the district was centred at and around Mühlbach am Hochkönig. About 190 ancient smelting sites are known in the area between this town and Bischofshofen.

 

The main ores, chalcopyrite, tennantite and pyrite, were included in a striking carbonate-rich vein, pervading Carboniferous and Permian schists, quartzite-phyllites and sericite-phyllites (in the order of increasing depth). Rich ores were also found in side veins on the upper levels, hosted in fissures and fault zones in the schists. In some places of the area, rich nickel ores were found.

 

Uranium mineralisation is almost exclusively restricted to side veins explored by the 'Anna adit',

where pitchblende nodules to 6cm in diameter abundantly occurred.

 

The ancient mines and deposits are concentrated around Mitterberg Mountain (north east of Mühlbach am Hochkönig) and on the eastern slope of Hochkeil Mountain. Geologically, the deposit is situated just south of the boundary between the Salzburger Kalkalpen Mountains (limestones) to the north and the Dienten Mountains (greywackes) to the south.

 

The Licences

The Mitterberg Copper Project comprises 47 licences that cover approximately 33km2, located near the hamlets of Muehlbach and Hochkoenig and immediately west of the township of Bischofholen some 50km south of Salzburg, Austria.

 

Potential

No Mineral Resource as defined by the Australasian Joint Ore Reserve Committee (JORC) or any other acceptable AIM Standard exists for the copper content of the Mitterberg Copper Project.

 

Currently, there is limited data for the Mitterberg Copper Project. However, at the cessation of mining operations the previous workers identified, from underground diamond drilling intercepts and underground sampling and interpretation, the occurrence of copper mineralisation not yet mined.

 

This estimated exploration target is from 11.0Mt to 11.7Mt at a grade range from 1.0 per cent. Cu to 1.15 per cent. Cu.

 

This target potential estimation is conceptual in nature and does not form any part of a resource. Future work may or may not define part or whole of the potential target mineralisation or a resource.

 

Nonetheless, the level of historical mining in the area demonstrates the presence of a well mineralised system and consequently AM&A (the competent person, whose report is set out in the admission document) is of the firm opinion that a reasonable potential exists to develop a JORC Code compliant copper Mineral Resource Estimate below and to the west along from the current mine workings. Pending successful exploration, metallurgical test work and mine planning and design will be the next step to determine the feasibility of an economically viable operation.

 

Furthermore AM&A are of the opinion that that there could well be significant opportunity to develop additional Mineral Resources at Mitterberg following efficient and targeted exploration programs outside of the current licences in line with Holzer's target estimation of some 240,000 tonnes of copper metal in the "Mitterberg District".

 

The cost of re-opening access to and refurbishment of the underground workings is anticipated to

be in the lower cost category as access will be via an already developed horizontal working.

 

This will facilitate the commencement of underground diamond drilling and underground sampling to be undertaken to confirm the presence of previously reported copper mineralisation below and lateral to the accessible parts of the working with a view to define JORC compliant resources.

 

Currently, the upper levels are inaccessible due to previous mining and extremely poor ground

conditions. This also prevents access to the lower levels.

 

Principal terms of the Acquisition

Under the terms of the Acquisition Agreement, the Company has conditionally agreed to acquire 80 per cent. of the Mitterberg Copper Exploration Licences for a total consideration of £550,000 to be satisfied by the allotment and issue of 55,000,000 Ordinary Shares at 1p per Ordinary Share representing approximately 24 per cent. of the Enlarged Issued Share Capital. The Acquisition is conditional, inter alia, on Admission. The Consideration Shares will rank pari passu in all respects with the Existing Ordinary Shares. The seller of the licences has directed the Company to issue 7,000,000 of the Consideration Shares to Peter Landau and 8,000,000 of the Consideration Shares to Alastair Clayton.

 

As part of the terms of the Acquisition Agreement, the Company has an option to acquire the balance of the 20 per cent. interest for £400,000 to be satisfied either in cash or by the issue of new Ordinary Shares at a 30 day volume weighted average price prior to the option being exercised.

 

In addition, the Company has entered into a conditional royalty agreement to pay to the seller a two per cent. royalty on revenue from mineral sales in connection with the Mitterberg Copper Exploration Licences based on the total ounces of minerals sold less permissible deductions.

 

Strategy

The Company will initially focus on the development of the Mitterberg Copper Exploration Licences and on-going exploration. The Company's strategy is to focus on exploration on the central and eastern portion of the Mitterberg licence area. As stated above the Mitterberg Copper Project was previously mined on a commercial scale in the 1970s. It is the Directors' belief that the previously mined western area extends and possibly dips upwards towards surface in the east. Therefore, initial focus will be on surveying and drilling in this eastern portion of this western extension to verify this belief.

 

The net proceeds of the Placing and Subscription are approximately £829,500, and will be primarily applied to the development of the Mitterberg Copper Exploration Licences. The Company has sufficient funds to complete an initial drill programme of 750m of drilling at the Mitterberg Copper Project and associated costs, but it will not have sufficient funds to complete the full 1,400m drill programme.

 

The Directors intend to continue to identify and evaluate other possible opportunities for the acquisition of complementary natural resources, metal and mineral properties. Possible opportunities could also include permits and licences, mining and production licences or processing and development projects, through acquisitions, partnerships or joint venture arrangements.

 

Directors and Senior Management

The Board now comprises the following directors:

 

Peter Neil Landau (aged 40), Non-Executive Chairman

Peter Landau is a corporate lawyer and corporate adviser, having previously worked with Grange

Consulting Group, Clayton Utz and as general counsel at Co-operative Bulk Handling. Mr Landau is responsible for providing general corporate, capital raising, transaction and strategic advice to numerous ASX listed and unlisted companies. Mr Landau has project managed a significant number of mining exploration and development transactions around the world including capital raisings, M & A, joint ventures and financings. Mr Landau is a director of a number of ASX listed companies with particular focus on mining, oil and gas exploration and development and is also an executive director of AIM traded Range Resources Ltd.

 

Alastair Raoul Clayton (aged 40), Chief Executive Officer

Alastair Clayton holds a Bachelor of Science in Geology and is a geologist and mining executive with over 16 years' experience in the resource sector, having worked in Australia, Africa and Europe in both a technical and corporate capacity, and holding senior executive and board positions across a range of successful resource companies.

 

Mr Clayton commenced his career as Senior Exploration Geologist with Eagle Mining in Western Australia before joining Anaconda Nickel Limited where he became Business Development Manager and in this capacity was a special adviser to the Board of Anglo-Base, the base metals division of Anglo-American in Johannesburg. It was in this role that Mr Clayton was extensively involved in the optimisation and construction of the Murrin Murrin nickel project in Western Australia. Between May 2006 and July 2009 Mr Clayton was the Chairman and then a Non-Executive Director of Bannerman Resources Limited, a uranium exploration company in Namibia.

 

He was also previously a Director of South China Resources plc, now Universal Coal plc, an ASX listed company with South African thermal and coking coal reserves. Mr Clayton was also a nonexecutive director of ASX listed Extract Resources Limited, in this capacity, he represented the major shareholder, Kalahari Minerals plc. Both companies were sold to China Guangdong Nuclear Power Company for a combined cash consideration of over US$2.5 billion.

 

He is currently a non-executive director of Uranex Limited, an ASX listed uranium exploration and development company with projects in Australia and Africa as well as ASX listed Balamara Resources Limited.

 

Gregory ("Greg") Kuenzel (aged 41), Non-Executive Director (responsible for Finance)

Greg Kuenzel holds a Bachelor of Business Degree and is an associate of the Institute of Chartered Accountants in England and Wales. Mr Kuenzel has many years of experience in providing accounting and corporate advice in a diverse range of industry sectors including mining and resource development in the UK, USA and Australia. For the past six years he has worked with several, mostly AIM listed, companies providing corporate and financial consulting services. Mr Kuenzel is currently Chief Executive Officer of AIM listed Noricum Gold Limited, with operations in Austria.

 

Terrence Robert Hyndes (aged 41), Non-Executive Director

Robert Hyndes has a track record in leading and managing emerging and growth stage projects with experience in Australia, UK, Asia and the US across a range of industries including resources, technology and professional services. Mr Hyndes has extensive public market experience including debt and equity capital raising, project acquisition and divestments, business and strategic planning and operational management. Mr Hyndes is currently CEO of Victory West Moly Limited an emerging metals exploration company with assets in Indonesia, non-executive director and company secretary of Vector Resources Limited, non-executive director of Palace Resources Limited, Astro Resources Limited and Odin Energy Limited. Mr Hyndes graduated from Curtin University of Technology in Western Australia with a Bachelor of Commerce with adouble major in Economics and Marketing.

 

Senior Management

 

Anthony ("Tony") Gareth Roberts (aged 68), Technical Adviser

Tony Roberts is an Australian Mining Engineer with over 40 years industry experience worldwide.

 

He is an experienced Mine Manager with many years of experience in logistically, socially and technically difficult environments in several jurisdictions. Mr Roberts commenced his career at B.H.P. Billiton where he was responsible for mine operations at the company's operations in the Middleback Ranges, gaining experience in pellet, sinter and magnetite plant operations and fundamental steel making procedures, and at Koolan Island, a high grade iron ore district where he oversaw mine operations for nine years. During his time at B.H.P, he also worked with BHP Gold Ltd. In this role he conducted initial assessment and primary development at the Ora Banda A.U. leases.

 

More recently, Mr Roberts has spent the last 15 years as a consultant specialising in initial assessment and exploration of polymetallic projects (greenfields and brownfields) through to development and production. In this role, Mr Roberts played an integral role in bankable feasibility studies and optimisation work on a number of significant projects in Australia, Indonesia, Africa and South Africa. He also has experience in marketing strategy and offtake negotiations.

 

His hands-on approach has been instrumental in the success of numerous projects.

 

Mr Roberts is a director of ASX listed Strategic Global Metals NL, a company developing a lithium project in South Eastern Austria.

 

Garth Palmer (aged 32), Company Secretary and Financial Controller

Garth Palmer holds a Bachelor of Commerce Degree and is a member of the Institute of Chartered Accountants in Australia. Mr Palmer began his career at Horwath Chartered Accountants in Perth (now part of BDO) in the audit and corporate services division before moving to KPMG's audit and risk advisory team. In 2005, Mr Palmer moved to London where he provided compliance services, with a focus on U.S. Sarbanes-Oxley legislation, for numerous large companies across a range of industries. This led Mr Palmer to a Finance Manager role at Apple where he spent four years working on business process improvement, developing and implementing new and improved financial processes and systems. More recently, Mr Palmer has been working with AIM listed companies, predominantly within the mining and resources industries, providing corporate and financial consulting services.

 

Details of the Placing and Subscription and Use of Proceeds

The Company has raised £1 million gross pursuant to the terms of the Placing and Subscription by the issue of 100,000,000 Placing Shares and Subscription Shares at 1p per share. The Placing Shares and Subscription Shares will rank pari passu in all respects with the Existing Ordinary Shares.

 

The net proceeds of the Placing and Subscription (amounting to £829,500) will be used for working capital for the Company, the advancement of the Mitterberg Copper Exploration Licences and the costs associated with the Admission. Shareholders should be aware that to provide the necessary working capital to fund the development of the Mitterberg Copper Exploration Licences, the Company will require substantial additional capital in the future.

 

The Directors will consider the most appropriate funding mechanism at the relevant time which

could include the issue of further equity or debt finance.

 

 

 

Definitions

 

"Acquisition"

the acquisition of an 80 per cent. interest in the Mitterberg Copper Exploration Licences

"Acquisition Agreement"

the conditional agreement dated 6 November 2012 between the Company, Centurion Resources GmbH and Thames Mining Limited

"Admission"

admission of the Enlarged Issued Share Capital to trading on AIM becoming effective in accordance with the AIM Rules for Companies

"AIM"

AIM, a market operated by the London Stock Exchange

"AM&A" or "Competent Person"

Al Maynard & Associates Pty Limited

"Austria"

the Republic of Austria

"Beaumont Cornish"

Beaumont Cornish Limited, authorised and regulated by the FSA

"Board" or "Directors"

the existing directors of the Company whose names appear above

"Consideration Shares"

55,000,000 ordinary shares of 0.2p each in the capital of the Company

"FSA"

the financial services authority

"Merchant Securities"

Merchant Securities Limited, authorised and regulated by the FSA

"Mitterberg Copper Exploration Licences"

the licences in connection with the Mitterberg Copper Project owned by Centurion Resources GmbH, the terms of which are more particularly set out in paragraph 2.4 of Part I of this document

"Mitterberg Copper Project"

the Mitterberg deposit which lies at the northern fringe of Grauwacken Zone near the boundary with the Cretaceous Alps and is situated near Muehlbach/Hochkoenig, Pongau, province of Salzburg, Austria.

"Ordinary Shares"

the ordinary shares of 0.2p each in the capital of the Company

"Placing Shares"

50,000,000 new Ordinary Shares proposed to be allotted and issued under the Placing

"Placing"

the placing by the Company of the Placing Shares at the Placing Price conditional inter alia on Admission

"Seller"

Thames Mining Limited

"Shareholders"

holders of issued Ordinary Shares

"Subscription"

the subscription by certain investors for 50,000,000 Subscription Shares

"Subscription Shares"

50,000,000 new Ordinary Shares proposed to be allotted and issued under the Subscription

"Subsidiary"

a subsidiary undertaking (as defined by section 1162 of the Companies Act 2006 (as amended) of the Company and "Subsidiaries" shall be construed accordingly

 

 

**ENDS**

 

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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