| Thu 22 Mar 2007, 17:40 | | TSX - Eastplats - Abridged Pre-Listing Statement |
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TSX - Eastplats - Abridged Pre-Listing Statement
Eastern Platinum Limited
(Incorporated in Canada)
(Canadian Registration number BC0722783)
(South African Registration number 2007/006318/10)
Share Code TSX: ELR ISIN: CA2768551038
Share Code AIM: ELR ISIN: CA2768551038
Share Code JSE: EPS ISIN: CA2768551038
("Eastplats" or "the Company")
ABRIDGED PRE-LISTING STATEMENT IN RESPECT OF EASTPLATS` COMMON SHARES
THIS ABRIDGED PRE-LISTING STATEMENT IS NOT AN INVITATION TO THE PUBLIC TO
SUBSCRIBE FOR COMMON SHARES IN EASTPLATS BUT HAS BEEN PREPARED IN TERMS OF THE
LISTINGS REQUIREMENTS OF THE JSE LIMITED ("JSE"), SO AS TO PROVIDE INFORMATION
ON THE COMPANY, ITS INWARD DUAL LISTING ON THE JSE AND THE PROPOSED ACQUISITION
OF APPROXIMATELY 5% OF BARPLATS INVESTMENTS LIMITED ("BARPLATS"). THE
INFORMATION SET OUT BELOW HAS BEEN EXTRACTED FROM THE DETAILED PRE-LISTING
STATEMENT WHICH SHOULD BE READ IN ITS ENTIRETY FOR A FULL APPRECIATION OF
EASTPLATS.
1. INTRODUCTION
Shareholders are referred to the joint announcement of Eastplats and Barplats
of 1 March 2007 relating to Eastplats` offer to acquire all of the shares in
Barplats, other than those already held by Eastplats through its wholly owned
subsidiaries and its BEE partner, Gubevu Consortium Investment Holdings
(Proprietary) Limited ("the excluded parties")("the offer"), and Eastplats`
proposed inward dual listing on the JSE.
The offer is to be implemented by way of a scheme of arrangement in terms of
section 311 of the Companies Act No. 61 of 1973, as amended ("the scheme") as
proposed by Eastplats between Barplats and all of its ordinary shareholders
excluding the excluded parties ("scheme members").
Shareholders are advised that application has successfully been made to the
High Court of South Africa for leave to convene a meeting of scheme members.
Accordingly, should scheme members approve the scheme at such meeting, and all
other conditions precedent to the scheme be fulfilled, Barplats will de-list
from and Eastplats will list on the JSE, as set out in 2 below.
2. DETAILS OF EASTPLATS` LISTING ON THE JSE
The JSE has granted Eastplats a listing for all of its issued common shares in
the "Platinum and Precious Metals" sector of the JSE list under the abbreviated
name "Eastplats", with effect from the commencement of business on Monday, 21
May 2007.
3. NATURE OF EASTPLATS` BUSINESS
Eastplats is currently engaged in the acquisition, exploration, development and
mining of platinum group metal ("PGM") deposits in South Africa. Eastplats has
built up expertise in this regard and has acquired the necessary project
development and management skills, which it will continue to apply in order to
bring its PGM projects to production in a structured and professional manner.
The Company`s entry into the South African PGM mining sector was via the
acquisition of a PGM exploration company on the eastern limb of the
Bushveld Igneous Complex ("BIC") in January of 2004, which was followed by the
successful bid for the Mareesburg property. Subsequently, Eastplats` management
identified the Spitzkop PGM project, also located on the eastern limb of the
BIC, and acquired a controlling interest therein of 74% in October 2004.
Full details as to the Mareesburg PGM project and the Spitzkop PGM project,
including mineral resource summaries and an update as to the drill campaign at
Mareesburg, appear in the detailed Pre-listing Statement as set out in 9
below.
In May of 2006, Eastplats completed a transaction to acquire the entire
shareholdings of three private companies, the combined assets of which
represented an indirect 69% interest in Barplats, a listed PGM producing company
in South Africa. Subsequent to the implementation of the scheme, this interest
will increase to approximately 74%.
Barplats` core business is PGM mining and processing in South Africa`s
world-renowned BIC, the largest source of PGM`s in the world. Its two main
assets are its operating mine, the Crocodile River Mine, on the eastern portion
of the western limb of the BIC in North West Province of South Africa, and the
Kennedy`s Vale Project on the eastern limb of the BIC, near Steelpoort in the
province of Mpumalanga.
Full details as to the operational Crocodile River Mine and the Kennedy`s Vale
Project, including mineral resource summaries, appear in the detailed
Pre-listing Statement as set out in 9 below.
The 74% interest in Barplats therefore cements the Company`s vision of
achieving growth by acquisition as opposed to exploration. Eastplats will
continue to be focused on the growth and development of its PGM deposits, as
well as on realising value from Barplats` existing platinum assets.
4. PURPOSE OF THE LISTING ON THE JSE
Eastplats wishes to obtain a secondary listing of its common hares on the JSE
due to the strategic benefits that this could provide to the Company,
including:
- conducting exploration and drilling programmes in order to classify the PGM
deposits into coded resources and reserves;
- provide a mechanism to facilitate the acquisition of approximately 5% in
Barplats;
- provide a further funding mechanism through which Eastplats
can raise capital to fund opportunities to develop its PGM resources in South
Africa; and
- enhance South African investors` awareness of Eastplats,
thereby enlarging the Company`s investor base and increasing trade in its
common shares.
5. FUTURE PROSPECTS
The acquisition by Eastplats of its 74% interest in Barplats cements the
Company`s aforementioned vision of achieving growth by acquisition as opposed
to exploration. Eastplats will continue to be focused on the growth and
development of its existing platinum assets.
A JORC-code compliant feasibility study will be undertaken on the Spitzkop PGM
and Kennedy`s Vale projects. Phase 1 and 2 work has already commenced and the
Company anticipates that a full feasibility study will be completed during this
year. All work on the project will be conducted by reputable consulting
engineering companies in their respective fields of expertise. With the
synergies of the Spitzkop and Kennedy`s Vale projects, this study will become
an integrated study in order to optimize the economic benefits of the potential
development of the two projects concurrently or as one combined operation,
accessing the shallow sections of both properties through Spitzkop.
A JORC-Code compliant feasibility study is also currently being undertaken in
respect of Mareesburg. This work is already well advanced and preliminary
reports are being completed with data from 33 diamond drill holes
(approximately 3 300 metres) providing input into the feasibility study. In
addition, the Company is also conducting aeromagnetic surveying and detailed
Digital Terrain Modelling ("DTM") data for open pit modelling and mine design
purposes.
The Company`s consultants in South Africa are currently preparing the
feasibility study in respect of the Mareesburg PGM project and applying metal
prices to the economic model. Several mining options are being evaluated, as
well as toll treatment of mine product by third parties. With the indirect
investment in Spitzkop, as well as the potential to enter into toll treatment
contracts with other operators in the area, a concentrator will not be required
at Mareesburg. This will result in a significant reduction in project capital
costs required to put the Mareesburg deposit into production.
The Company is in the process of evaluating the Kareespruit section at the
Crocodile River Mine. This is one of several resource blocks at the Crocodile
River Mine that Barplats is assessing with a view to bringing them to account
in the near future. There is consistency across reef intersections and grade
across the property which is indicative of a high potential PGM resource base,
which more importantly is also at a low depth.
Going forward, the Company intends putting the Mareesburg PGM project and the
Spitzkop PGM project into production following the completion of favourable
definitive feasibility studies on both projects. The Company also intends
putting the Kennedy`s Vale project into production. Eastplats` management
intends using the proposed Spitzkop ore treatment facilities in order to
process ore from the Company`s local PGM projects, as well as from other
projects in the area, either by way of joint venture, acquisition or toll
treatment.
Eastplats will have a substantial resource base as estimated in accordance with
the NI 43-101 for Barplats and the NI43-101 for Eastplats, as set out in the
Pre-listing Statement to be mailed to shareholders as per 9 below.
6. DIRECTORS OF EASTPLATS
6.1 The names, ages, nationalities, business addresses and occupations of
the directors of Eastplats, were as follows as at the last practicable date:
Name, age and nationality Business address Occupation
Executive directors ,3 4
Ian Terry Rozier, Suite 408, 837 West President and
(56), Canadian Hasting Street, Chief Executive
Vancouver, B.C, Officer
Canada, V6C 3N6
Non-executive directors
David William Cohen, 1 2 3 6
(44), Canadian Suite 408, 837 West Non-executive
Hasting Street, director and
Vancouver, B.C, Chairman
Canada, V6C 3N6
Gordon Bruce Keep,1 2 6 Suite 408, 837 West Non-executive
(49), Canadian Hasting Street, director
Vancouver, B.C,
Canada, V6C 3N6
Name, age and nationality Business address Occupation
Jeffrey Belton Ahbe, 2 5 6 Non-executive
(52), American Suite 408, 837 West
Hasting Street, director
Vancouver, B.C,
Canada, V6C 3N6
John Richard Hawkrigg, 1 5 6 Suite 408, 837 West Non-executive
(44), Canadian Hasting Street, director
Vancouver, B.C,
Canada, V6C 3N6
John Merfyn Roberts 6 Suite 408, 837 West Non-executive
(56), British Hasting Street, director
Vancouver, B.C,
Canada, V6C 3N6
1 Member of audit committee
2 Member of remuneration committee
3 Member of executive committee
4 Also non-executive Chairman of Barplats
5 Also non-executive director of Barplats
6 Independent director
6.2 Qualification and experience of the directors of Eastplats
Ian Terry Rozier, M.Sc., B.Sc. (Hons,) P.Eng.
Mr. Rozier is a professional geologist with over 25 years experience in the
mining industry. Formerly with Goldfields of South Africa, and a partner of
Golder Associates, he worked for, or was a consultant to, several major
mining companies until 1987, working on projects in Australia, Canada, the
UK, the US, in Central America, South America and South East Asia. He has
several years underground mining experience in South Africa and has been
involved in the exploration and development of PGM deposits in Canada, South
Africa and South East Asia. He has been involved in many capital raisings in
Canada and Europe for mining projects in Australia, South East Asia, South
America as well as South Africa and is well known in the Canadian mining
industry. He formed his own consulting firm, Canex International Consultants, in
1987, prior to establishing two mining companies in South East Asia. Since 1992,
he has been involved in the financing of mining companies based in Canada
and Australia, and was a founding director of Diamond Fields International.
In 2003 Mr. Rozier co-founded Elgin Resources Inc. (now Eastplats) and has been
President since. He also acts as Chairman of the Barplats board of directors.
David William Cohen, MBA, B.Sc., (Chem. Eng.) PR.Eng.
Mr. Cohen has over 20 years experience in the mining industry. Formerly with
Fluor Engineers, he worked in South Africa as Director, Sales & Marketing and
as Director of Business Development in the United States. Mr. Cohen is
President and Chief Executive Officer of Northern Orion Resources (TSX-NNO) and
largely responsible for the dramatic turn-around in the company`s fortune, with
major resource acquisitions, capital raisings and excellent performance in
2002-2006. Through his work with Northern Orion Resources, Mr Cohen is well
known in the North American and European capital markets.
Gordon Bruce Keep, MBA, B. Sc., (Geological Sciences) P Geo.
Mr. Keep`s career in corporate finance has spanned over 20 years, where his
responsibilities have included financings, mergers and acquisitions, and
public company administration. Currently he is Managing Director of
Corporate Finance of Endeavour Financial LImited. and previously , he held
positions as Senior Vice President of Lions Gate Entertainment Corp. and
Vice President of Corporate Finance with Yorkton Securities Inc.
Jeffrey Belton Ahbe, B.Sc, M.SC
Mr. Ahbe is President of Ahbe Capital Investment Group Inc., has over 25 years`
experience in the energy and resource sector and was formerly Executive
Vice President of Union Pacific Resources in Calgary, Alberta, Canada, a C$3.5
billion oil and gas business. He has worked extensively with the
international financial and investment banking community, and in various
regulatory jurisdictions. Mr. Ahbe has Bachelors and Masters Degrees from
Purdue University.
John Richard Hawkrigg, B.A.
Mr. Hawkrigg is a Managing Partner of HKMB International Insurance Brokers
("HKMB"), Canada`s largest privately owned commercial insurance brokerage,
and has over 20 years experience in the insurance industry. He holds a B.A.
from McMaster University in Ontario, Canada. His career includes time spent
with CIBC and Wellington Insurance. In 1987, he purchased one of Canada`s
oldest commercial insurance brokerages, Muntz & Beatty, which merged
subsequently with Guthrie Keilty Bickerstaff and with Hunter Rowell Limited
to form HKMB. He is a director of the Canadian Finance and Leasing
Association and a member of the Toronto Transportation Club, the Ontario
Trucking Association and the Toronto Board of Trade.
John Merfyn Roberts, B.Sc (Hons), M.Sc.
Mr. Roberts has over 30 years experience in the international mining industry
and mining finance. He holds a B.Sc. Honours in Geology from Liverpool
University, an M.Sc from Oxford University, and is also a Chartered
Accountant in the U.K. As a geologist, Mr. Roberts worked throughout Africa
and subsequently became `in house` investment advisor for Charter
Consolidated and the Minorco/Anglo group, heading up their Firecrest
Investment Group in London, U.K. He is well acquainted with the South African
mining industry and the U.K. investment community. He is a regular commentator
on the resource sector and the stock market for BBC Television and BBC Radio.
7. AUTHORISED AND ISSUED SHARE CAPITAL
Details of the authorised and issued share capital of Eastplats as at the last
practicable date are set out in the table below:
Authorised share capital
Unlimited Eastplats common shares with no par value
Unlimited number of preferred, redeemable, voting, non- participating shares
with no par value
Issued share capital
Before the implementation of the scheme:
517 124 321 Eastplats common shares with no par value
Nil preferred, redeemable, voting, non-participating shares with no
par value
After implementation of the scheme:
532 240 781 Eastplats common shares with no par value,1
Nil preferred, redeemable, voting, non-participating shares with no
par value
1 Should the holders of Barplats share options elect to exercise
such options as set out in the circular and the Pre-Listing Statement to be
mailed to Barplats shareholders in terms of 9 below, a maximum number of 2 156
000 additional Eastplats common shares may be issued as a result thereof.
8. PRO FORMA FINANCIAL INFORMATION
The pro forma consolidated statements of operations and deficit and pro forma
balance sheet for the three months and six months ended 31 December 2006 appear
in the detailed Pre-listing Statement to be mailed to all Barplats shareholders
as set out in 9 below.
9. DOCUMENTATION
The Pre-listing Statement will be mailed to all Barplats shareholders on
Friday, 23 March 2007. Additional copies thereof can be obtained during normal
business hours from 12:00 on such day from Barplats, PSG Capital and
the transfer secretaries in South Africa, as well as downloaded from Barplts`s
website at www.barplats.net
22 March 2007
Johannesburg
Corporate Adviser and Sponsor - PSG Capital Limited
Auditors and reporting accountants to Eastplats - Deloitte & Touche
Registered Auditors (South Africa) and Deloitte & Touche LLP Chartered
Accountants (Canada)
Auditors and reporting accountants to Barplats - KPMG Registered
Accountants and Auditors Chartered Accountants (SA)
South African Attorneys to the transaction -Deneys Reitz Inc.
Canadian Attorneys to Eastplats - Lang Michener LLP
South African Independent Technical Advisor to Barplats - RSG Global
Consulting (Proprietary) Limited
International Independent Technical Adviser to Eastplats - Al Maynard &
Associates Consulting Geologists
Date: 22/03/2007 17:40:02 Produced by the JSE SENS Department.
