Rockfire Regulatory News (ROCK)

 14 September 2016

Papua Mining plc

("Papua" or "the Company")

Posting of Circular and Notice of General Meeting

On 2 September 2016, Papua Mining plc, a UK company focused on the exploration and development of gold and copper deposits in Papua New Guinea ("PNG"), announced that it has agreed the terms of a conditional subscription by Thalassa Holdings Ltd (AIM:THAL) for 40,000,000 new ordinary shares (the "Subscription Shares") at a price of 1 pence per share (the "Subscription"), to raise £400,000 before expenses and the conditional conversion ("Conversion") by Michael Somerset-Leeke of £138,000 of convertible loan notes 2020, as previously announced on 4 December 2015, into 13,800,000 ordinary shares at 1p per share (the "Conversion Shares").

The Company also announced that it was proposing to separately make an offer to all qualifying shareholders ("Qualifying Shareholders") to enable Qualifying Shareholders to subscribe for new ordinary shares (the "Offer") at the same time as the Conditional Subscription, through the issue of up to a further 40,000,000 new ordinary shares (the "Offer Shares") to Qualifying Shareholders at a price of 1 pence per Offer Share, to raise up to a further £400,000.

Completion of the Subscription, the Offer and the Conversion is subject to shareholder approval which will be sought at a general meeting of the Company to be held on 7 October 2016.

A circular setting out the background to and reasons for the Subscription and the Offer and to convene the general meeting (the "Document") was posted to shareholders on 13 September 2016 and is available on the Company's website at www.papuamining.com

For further information on the Company please visit www.papuamining.com or contact the following:

Proposed Subscription of 40,000,000 Subscription Shares

at an Issue Price of £0.01 per Subscription Share,

and an Offer of up to 40,000,000 Offer Shares

at an Issue Price of £0.01 per Offer Share,

and Notice of General Meeting

1. Introduction

On 2 September 2016, the Company announced that it had conditionally agreed to raise up to £400,000 (before expenses) through the issue of 40,000,000 Subscription Shares by way of the Subscription at £0.01 per Subscription Share to Thalassa. The Issue Price represents a discount of approximately 46.7 per cent. to the Closing Price of £0.01875 on 9 September 2016. At the same time the Company also announced that MSL had conditionally applied for the conversion of £138,000 of Convertible Loan Notes into 13,800,000 Ordinary Shares.

On behalf of the Directors, it is my pleasure to offer Qualifying Shareholders an opportunity to participate in an Offer of Offer Shares of the Company at the Issue Price to raise up to £400,000 in addition to the funds raised from the Subscription.

The Board feels strongly that our existing Shareholders should, where it is practical for them to do so, have the opportunity to participate in the capital raising process at the same price as Thalassa and MSL. On behalf of the Board, I invite you to consider subscribing for Offer Shares in the Offer. I also take this opportunity to thank you for your continuing support of the Company.

Detailed information about the Offer and the Company's business, as well as some of the risks of investing in the Company are set out in the Document, which I encourage you to read carefully.

The Directors will require Shareholder authority to allot the New Ordinary Shares and the statutory pre- emption rights which apply to the allotment of the New Ordinary Shares will need to be dis-applied. The Offer is conditional, inter alia, on the Subscription proceeding and Admission of the Subscription Shares and the Conversion Shares taking place, and the Subscription itself is conditional, inter alia, on the passing of the Subscription Resolutions at a General Meeting. As such, the Offer will not proceed if the Subscription and the Conversion is not completed and Admission of the Subscription Shares and the Conversion Shares does not become effective. Notice of the General Meeting is contained in the Document.

The Letter from the Chairman of Papua Mining plc (the "Letter") sets out in more detail the background to the Company's current position, the terms of the Subscription and the Offer and the Resolutions to be proposed at the General Meeting in order to implement the Fundraising.

Your attention is drawn to the Risk Factors and Additional Information set out in Parts III and V respectively of the Document. Shareholders are advised to read the whole of the Document and not rely solely on the summary information presented in the letter in Part I of the Document.

2. Background to and reasons for the Subscription

Since the Company's admission to AIM in March 2012, the Group has expended approximately US$17 million on exploration and related activities with the aim of identifying gold and copper deposits in its licence areas in Papua New Guinea. Most of this expenditure has been on the licences held on New Britain Island.

Mount Visi Target

In May 2014, the Company announced discovery of surface samples grading up to 35 grams per tonne gold and 9 per cent. copper in Mount Visi, at the eastern edge of the Group's licence EL2051 which straddles West New Britain and East New Britain provinces. The Group immediately made application for the adjacent ground to the east. The new licence EL2322 was granted in September 2015. The Group's exploration team commenced exploratory work in the new licence area and discovered an extensive area of intensive potassic alteration at surface approximately 1,000 metres east of the initial mineral discovery which also coincides with a circular feature visible in the remote sensing data from the area. Such potassic alteration is characteristic of the inner alteration zonation exhibited in and around copper porphyry deposits. The Group's geologists have also confirmed significant copper mineralisation in several of the potassic alteration outcrops. Petrography work has demonstrated that these samples contain evidence of porphyry-style mineralisation in their alteration and vein assemblages (K-feldspar, quartz, magnetite, hematite, biotite), vein textures (M and A type veins) and hypogene copper and molybdenum minerals (chalcopyrite, bornite and molybdenite). The Group then completed a soil geochemistry sampling grid over a four square kilometre area in Mount Visi and the soil sampling results defined priority drilling targets within the mapped mineralised system.

The Mount Visi target area is a remote mountain-top location and with no road/track access so a heli-portable rig was sourced which could be manually moved between drill pads. Drilling commenced on 22 December 2015 and was completed in early March 2016. Five holes were drilled for a total of 776 metres, with the deepest hole being drilled to a downhole depth of 211 metres.

Although sulphide mineralisation was encountered in all five drillholes, the tenor of mineralisation did not reach ore grade levels. However, hydrothermal alteration mineral assemblages were seen both at surface and in the drillholes, including high temperature potassic, inner propylitic, outer propylitic and phyllic, forming telescoping haloes over and surrounding a plagioclase-hornblende phyric diorite body. The intrusive system at Mount Visi is thus clearly concentrically zoned and indicative of a nearby mineralising hydrothermal source.

The altered/mineralised diorite mapped at surface in the 'mineralised corridor' crops out over an area approximately 120 metres by 40 metres, with the associated hydrothermal alteration extending over approximately 150 metres by 80 metres. It is assumed this could well represent a narrow finger stemming from a much larger, and more intensely mineralised, porphyry body. The Company believes there is potential here for the development of a cluster of porphyry deposits such as those seen in a similar environment at Wafi-Golpu in PNG.

Tripela and other targets

Drilling took place at Tripela throughout 2013, 2014 and the first quarter of 2015 in the Mount Nakru area of licence EL1462, totalling more than 9,000 metres, culminating in the intersection of extensive inner propylitic alteration at depth in each of the last four drill holes at the Tripela target. This alteration is diagnostic of proximity to a mineralised porphyry centre. While the Group believes that it is very close to the discovery of a mineralised porphyry at Tripela, given the target depth it has been decided to postpone further drilling until market conditions improve and the necessary additional capital can be raised.

3. Use of Proceeds

The Company intends to use the net proceeds of the Subscription (which are expected to be approximately £379,000) and any additional funds received by way of the Offer, to carry out mapping, soil and rock sampling over the wider target area at Mount Visi with the objective of defining other porphyry targets within what may well be a cluster of porphyries within the overall system and for general corporate purposes.

The Offer is conditional, inter alia, upon completion of the Subscription and the Conversion and the Subscription Shares and the Conversion Shares being issued and Admission of the Subscription Shares and the Conversion Shares taking place. In the event that the Offer Resolutions are not passed but the Subscription Resolutions are passed, then the Subscription would still proceed but the Offer would not. If the Subscription Resolutions are not passed by Shareholders at the General Meeting, the Fundraising as a whole would be unable to proceed. In this situation, the Company would not have sufficient cash resources to continue with its planned exploration programme and would need to consider alternative strategic options. These options could include raising finance from alternative sources, disposals of assets, further reducing the fixed costs of the Company or a sale of the Company at a price which the Directors believe may not recognise the potential long-term value of the business. Any one, or all, of these remedial actions could have a significant adverse or dilutive effect on the interests of Shareholders and in the valuation of the Company. Your attention is drawn to the Risk Factors in Part III of the Document.

The working capital position of the Group and its on-going viability in the short-term is likely to be dependent, in the absence of capital from any other source, on the successful conclusion of the proposed Fundraising.

4. Summary Financial Position

The summary financial information set out below is extracted from the audited consolidated financial statements of the Group for the year ended 31 December 2015.

The audited consolidated financial statements for the Group for the year ended 31 December 2015 were posted to Shareholders on 30 June 2016. The Company's annual general meeting for 2016 will be held at 11:00 a.m. on 7 October 2016, immediately before the General Meeting. A resolution is being proposed at the Annual General Meeting to approve the Accounts.

5. Terms of the Subscription and Offer

Subscription

On 2 September 2016 it was announced that Thalassa has conditionally agreed to subscribe for 40,000,000 Subscription Shares at the Issue Price per Subscription Share to raise £400,000 before expenses. The Subscription has not been underwritten and is conditional (among other things) upon the Subscription Resolutions being passed at the General Meeting. The Subscription Shares will, when issued, rank pari passu in all respects with the Existing Ordinary Shares.

Under the terms of the Subscription, Thalassa has the right to appoint one director to the Board, (subject to satisfactory due diligence on the proposed director having been conducted by the Company's nominated advisor, in accordance with the AIM Rules for Companies).

Thalassa is a British Virgin Island international business company, incorporated and registered in the BVI on 26 September 2007 and is admitted to trading on AIM. Thalassa is a holding company currently with subsidiaries in the energy services and defence and homeland security industries.

Admission is expected to take place and dealings in the Subscription Shares on AIM are expected to commence at 8.00 a.m. on 10 October 2016.

Offer

The Company considers it important that Shareholders have an opportunity (where their circumstances permit) to participate in the Fundraising on equivalent terms and conditions to the Subscription and accordingly, the Company is making the Offer to Qualifying Shareholders. Application for Offer Shares pursuant to the Offer must be for at least the Minimum Subscription. Applications for less than the Minimum Subscription will be rejected.

Admission is expected to take place and dealings in the Offer Shares on AIM are expected to commence at 8.00 a.m. on 10 October 2016.

The Offer is not a rights issue and Qualifying Shareholders will not have an automatic entitlement to subscribe for a pro rata number of shares, nor to trade in nil-paid rights to the Offer Shares. However, each Qualifying Shareholder may apply for such number of Offer Shares as they wish (over the Minimum Subscription) up to the full number of 40,000,000 Offer Shares available in the Offer. In the event that one or more Qualifying Shareholders apply for an aggregate amount that is greater than £400,000, the Directors will use their discretion to scale back such applications such that this maximum is not exceeded. Further information on the Offer is set out in Part II of the Document and the detailed Terms and Conditions of the Offer are set out in Part IV and the Risk Factors detailed in Part III of the Document.

In order to apply for Offer Shares, Qualifying Shareholders should complete the Application Form in accordance with the instructions set out on it and return it and the appropriate remittance, by post to Computershare, Corporate Actions Projects, Bristol BS99 6AH or by hand (during normal business hours only) to Computershare The Pavilions, Bridgwater Road, Bristol BS13 8AE, together, in each case, with payment in full, so as to be received no later than 11:15 a.m. on 3 October 2016.

Further details of the Offer are set out in the Document.

Overseas Shareholders

Overseas Shareholders may not be permitted to subscribe for Offer Shares pursuant to the Offer and should confirm their individual position first. Because the Offer is not a rights issue and Qualifying Shareholders will not have an automatic entitlement to subscribe for a pro rata number of shares, nor to trade in nil- paid rights to the Offer Shares, if any Overseas Shareholders are not permitted to subscribe for Offer Shares there will be no sale of any entitlement of any such Overseas Shareholder by the Company on behalf of such Overseas Shareholder and, accordingly, there will be no payment to any Overseas Shareholder of the net proceeds of sale of any such sale.

Shareholders are also directed to the relevant paragraphs in Part IV of the Document including paragraph (e).

If you are a Qualifying Shareholder you will have received an Application Form. If you wish to apply for Offer Shares under the Offer, you should complete the accompanying Application Form in accordance with the procedure for application set out in paragraph (h) of Part IV of the Document and on the Application Form itself. The completed Application Form, accompanied by full payment, should be returned by post or by hand (during normal business hours only) to Computershare Investor Services PLC, The Pavilions, Bridgewater Road, Bristol BS99 6ZY so as to arrive as soon as possible and in any event no later than 11.15 a.m. on 3 October 2016.

Dilutionary Impact of the Fundraising

The proposed issue of Subscription Shares and the Conversion Shares pursuant to the Subscription and the Conversion will dilute existing shareholdings of Shareholders. Qualifying Shareholders will be able to mitigate the extent of this dilution by applying for Offer Shares in the Offer.

The following table outlines the maximum dilution which a shareholder will be subject to if he/she does not participate in the Subscription or the Offer:

Maximum Dilution

Following the Subscription and the Conversion 38.8%

Following the Fundraising 52.5%

6. Conversion

Pursuant to a notice dated 31 August 2016 MSL has notified the Company that he wishes, subject to certain conditions, to convert all his £138,000 of Convertible Loan Notes into Ordinary Shares as at the date of Admission. The Conversion is conditional upon Admission of the Subscription Shares and as a result the Conversion will not result in MSL being required under Rule 9 of the City Code to make a mandatory cash offer for all of the Ordinary Shares that he does not already own.

7. General Meeting

You will find set out at the end of the Document a notice convening the General Meeting to consider the proposals in relation to the Fundraising to be held at the offices of Fladgate LLP, 16 Great Queen Street, London WC2B 5DG at 11:15 a.m. on 7 October 2016 or as soon thereafter as the Annual General Meeting convened for the same date and place shall have been concluded or adjourned.

The text of the resolutions to be proposed at the General Meeting is set out in the Document.

8. Action to be taken

Shareholders will find enclosed with the Document a Form of Proxy for use in connection with the General Meeting. The Form of Proxy should be completed and returned in accordance with the instructions thereon so as to be received by Computershare Corporate Actions Projects, Bristol BS99 6AH as soon as possible and in any event not later than 11:15 a.m. on 5 October 2016. Completion and return of the Form of Proxy will not prevent a Shareholder from attending and voting at the meeting should he/she so wish.

Qualifying Shareholders wishing to participate in the Offer should carefully read the Application Form and accompanying instructions and send completed Application Forms along with the appropriate remittance to Computershare at the address specified in the instructions.

9. Settlement and Dealings

Application will be made to the London Stock Exchange for the Subscription Shares, the Offer Shares and the Conversion Shares to be admitted to trading on AIM. It is expected that Admission of the Subscription Shares and the Conversion Shares will become effective and that dealings will commence at 8.00 a.m. on 10 October 2016 and that Admission of the Offer Shares will become effective and that dealings will commence at 8.00 a.m. on 10 October 2016. Further information in respect of settlement and dealings in the Offer Shares is set out in Part IV of the Document.

10. Directors' Recommendation

The Board of Directors unanimously recommend Shareholders to vote in favour of the Resolutions, as they intend to do in respect of their beneficial shareholdings which amount in aggregate to 1,017,967 Existing Ordinary Shares, representing approximately 1.2 per cent. of the Existing Ordinary Shares in issue.

Registered Office

The registered office of the Company has moved to Cargil Management Services Limited, 27/28 Eastcastle Street, London W1W 8DH.

EXPECTED TIMETABLE OF 

PRINCIPAL EVENTS

Notes:

(1) References to times in the Document are to London time (unless otherwise stated).

(2) The timing of the events in the above timetable and in the rest of the Document is indicative only and may be subject to change.

(3) If any of the above times or dates should change, the revised times and/or dates will be notified by an announcement to an RIS.

(4) In order to subscribe for Offer Shares under the Offer, Qualifying Shareholders will need to follow the procedure set out in Part II of the Document and, where relevant, complete the accompanying Application Form. If Qualifying Shareholders have any queries on the procedure for acceptance and payment, or wish to request another Application Form, they should contact Computershare between 9:00 a.m. to 5:00 p.m. Monday to Friday on 0370 703 0032 or, if calling from outside the United Kingdom, +44 370 703 0032. Calls from outside the UK are charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored randomly for security and training purposes. Computershare cannot provide advice on the merits of the Fundraising nor give any financial, legal or tax advice.

The Company's SEDOL code is B42TN25 and ISIN code is GB00B42TN250.

PLACING AND OFFER FOR SUBSCRIPTION STATISTICS

Notes:

(1) Closing Price on AIM on 9 September 2016, being the last practicable date prior to the date of the Document.

(2) As at 9 September 2016, being the last practicable date prior to the date of the Document.

(3) Assuming the Offer is fully subscribed.

DEFINITIONS

"Accounts" the audited consolidated financial statements for the Group for the year ended 31 December 2015

"Admission" means, as the context requires, the admission of the Subscription Shares, the Offer Shares (if any) and the Conversion Shares to trading on AIM becoming effective in accordance with the AIM Rules

"Annual General Meeting" the annual general meeting of the Company for 2016 to be held at 11:00 a.m. on 7 October 2016

"AIM" AIM, a market operated by the London Stock Exchange

"AIM Rules" the AIM rules for companies published by the London Stock Exchange in February 2010 (as amended) governing the admission to and the operation of AIM

"Application Form" the application form in respect of the Offer accompanying the Document

"City Code" the City Code on Takeovers and Mergers

"Closing Price" the closing middle market quotation of a share as derived from the AIM Appendix to the Daily Official List of the London Stock Exchange

"Company" or "Papua" Papua Mining PLC (registered number 07791328)

"Computershare" or "Registrars" Computershare Investor Services PLC

"Completion" completion of the Fundraising

"Conversion" the conversion by MSL of £138,000 of Convertible Loan Notes into 13,800,000 Ordinary Shares at a price equal to the Issue Price

"Conversion Shares" the 13,800,000 Ordinary Shares  to  be  issued  to  MSL pursuant to the Conversion

"Convertible Loan Notes" means the unsecured convertible loan notes 2020 issued pursuant to  the  convertible  loan  note  instrument  dated 31 December 2015 in respect of a debt owed by the Company amounting in aggregate to £138,000 and due for repayment on 20 December 2020

"Directors" or "Board" the directors of the  Company  whose  names  appear  in paragraph 2.2(a) of Part V of the Document

"Document" thecircular to shareholders dated 13 September 2016, which for the avoidance of doubt does not comprise a prospectus (under the Prospectus Rules) or an admission document (under the AIM Rules)

"Exploration Licence" or "EL" an exploration licence as granted under the Papua New Guinea Mining Act 1992

"Enlarged Share Capital" the issued ordinary share capital of the Company as enlarged following the Fundraising (and assuming the Offer Shares are taken up in full) and the Conversion

"Existing Ordinary Share" each Ordinary Share in issue as at the date of the Document

"Fundraising" the Subscription and the Offer

"General Meeting the General  Meeting of the Company to be  held  at 11:15 a.m. on 7 October 2016 or as soon thereafter as the Annual General Meeting shall have been concluded or adjourned, notice of which is set out at the end of the Document, or any adjournment thereof

"Group" the Company and its subsidiaries

"ISIN" International Securities Identification Number

"Issue Price" £0.01 per Subscription Share or Offer Share

"MSL"  Michael Somerset-Leeke, a substantial shareholder in the Company

"London Stock Exchange" London Stock Exchange plc

"Minimum Subscription" means a minimum of 200,000 Offer Shares which, at the Issue Price, represents an application for a minimum consideration of £2,000

"New Ordinary Shares" the new Ordinary  Shares  to  be  issued  pursuant  to  the Fundraising, subject to the Resolutions being passed at the General Meeting

"Offer" the offer of the Offer Shares to Qualifying Shareholders on the terms and conditions set out in the Document and the Application Form accompanying the Document

"Offer Resolutions" means resolutions 3 and 4 of the resolutions set out in the notice of General Meeting on page 30 of the Document

"Offer Shares" up to 40,000,000 New Ordinary Shares to be issued under the Offer

"Ordinary Share" ordinary  shares  of  £0.001  each  in  the capital  of  the Company

"PNG" means Papua New Guinea

"Posting" the posting of the Circular and form of proxy

TECHNICAL GLOSSARY

"M and A type veins" Quartz-sulphide  vein  types  which  are  particularly associated with copper porphyry deposits as described by Gustafson and Hunt 1975.

"Porphyry" The texture of igneous rocks containing crystals in a fine groundmass.

"Potassic alteration" Alteration  typical  of  porphyry  copper  and  lode  gold deposits which results in production of micaceous, potassic minerals such as biotite in iron-rich rocks, muscovite mica or sericite in felsic rocks, and orthoclase (adularia) alteration, often quite pervasive and producing distinct salmon-pink alteration vein selvages. Minerals commonly occurring in the Potassic alteration zone include bornite, chalcopyrite, magnetite, biotite and K-Feldspar.

"Propylitic alteration" The  chemical  alteration  of  a  rock,  caused  by  iron  and magnesium bearing hydrothermal fluids, altering biotite or amphibole within the rock groundmass. It typically results in epidote-chlorite-albite alteration and veining or fracture filling with the mineral assemblage along with pyrite.

"Petrography" A branch of petrology that focuses on detailed descriptions of rocks. The mineral content and the textural relationships within the rock are examined in detail, usually through a microscopic examination of a thin section of cut rock.

"Hypogene" In ore deposit geology, hypogene processes occur deep below the earth's surface, and tend to form deposits of primary minerals, as opposed to supergene processes that occur at or near the surface, and tend to form secondary minerals.

"Hydrothermal" Hydrothermal alteration refers to mineral products formed by high-temperature aqueous solutions at high vapor pressures.

"Phyllic" Phyllic alteration is a hydrothermal alteration zone in a permeable rock that has been affected by circulation of hydrothermal fluids. It is commonly seen in copper porphyry ore deposits in calc-alkaline rocks.

"Phyric" Phyric  is  a  textural  term  applied  to  igneous  rocks  that expresses the presence of phenocrysts. A phenocryst is a relatively large and usually conspicuous crystal distinctly larger than the grains of the rock groundmass of an igneous rock. Such rocks that have a distinct difference in the size of the crystals are called porphyries, and the adjective porphyritic is used to describe them.

"Diorite" Diorite is an intrusive igneous rock composed principally of the silicate minerals plagioclase feldspar, biotite, hornblende, and/or pyroxene.