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Merger of International Goldfields Ltd and Santa Fe Gold Corporation Creating a Dynamic Gold-Silver Producer and Explorer For personal use only

For personal use only - ASX · This presentation may contain certain forward-looking statements regarding (i) estimated resources and reserves, (ii) planned production and operating

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Merger of International Goldfields

Ltd and Santa Fe Gold Corporation

Creating a Dynamic Gold-Silver

Producer and Explorer

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Forward Looking Statements

This presentation has been prepared by International Goldfields Limited and Santa Fe Gold Corporation (“The Companies”). The material contained

in this presentation has been prepared for information purposes only, and is not an offer, invitation or recommendation for subscription or purchase

of securities in either of the Companies.

This presentation may contain certain forward-looking statements regarding (i) estimated resources and reserves, (ii) planned production and

operating costs profiles, (iii) planned capital requirements and (iv) plans, strategies and corporate objectives. Such forward-looking statements are

not guarantees of future performance and involve known and unknown risks, uncertainties and other factors, many of which are beyond the control

of the Companies. The forward-looking statements are inherently uncertain and may therefore differ materially from results ultimately achieved.

External and other factors may impact the Companies and affect the forward-looking statements in this release since its preparation. Subject to

applicable law and stock exchange listing rules, the Companies do not intend to publicly update any of the forward-looking statements or any

assumptions.

The information included in this release that relates to Santa Fe Gold resources and historical mining data is based on information compiled by

Douglas F. Irving, who is a professional member of a ‘Recognised Overseas Professional Organisation’ (The Association of Professional Engineers

and Geoscientists of British Columbia) included in a list promulgated by the ASX from time to time. Mr. Irving is employed by Chapman, Wood and

Griswold, Inc. and has worked as a consultant in exploration and mine development for 40 years in precious and base metal exploration. Mr. Irving

has sufficient experience which is relevant to the style of mineralization and type of deposit under consideration and to the activity which he is

undertaking to qualify as a Competent Person. Mr. Irving consents to the inclusion in the release of the matters based on his information in the form

and context in which it appears.

The information in this report that relates to exploration results for International Goldfields Ltd is based on information compiled by Mr Travis

Schwertfeger. Mr Schwertfeger is the Chief Executive Officer of International Goldfields Limited. Mr Schwertfeger is a member of The Australian

Institute of Geoscientists and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to

the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the ‘Australasian Code for Reporting of

Exploration Results, Mineral Resources and Ore Reserves’. Mr Schwertfeger consents to the inclusion in the report of the matters based on

information in the form and context in which it appears. ns on which any such forward-looking statement is made.

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International Goldfields

• Ownership 93% of Latin Gold

Ltd, a private UK company that

is the 100% owner of 2,976 km2

located in Brazil

– Latin Gold project targeting multi-

million ounce potential, contains

extensive areas of workings in the

Juruena Belt of Brazil

– Not subjected to modern exploration

and vast areas remain untested.

• Ownership 100% of IGS Mali

SARL holding over 1,450km2 in

West Africa

• Plumridge Project, Australia

– Agreements in place for IGS to divest

Australian assets, earning

approximate 25% placement in AAQ

Holding (AAQ.AX)

Santa Fe Gold

• U.S. mining and exploration

company that develops primarily

gold and silver properties.

• Summit Gold-Silver Mine, New

Mexico:

– Commercial production

began 2nd Q 2012

• Lordsburg Mill, New Mexico

– Strategic asset with spare processing

capacity

• Mogollon Gold-Silver project,

New Mexico

– Strategic acquisition with drilled

resources and promising exploration

upside

• Ortiz Gold Project, New Mexico

– Excellent potential for development as

a low cost gold producer

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IGS and Santa Fe to merge

Creating a diversified well-funded and low cost gold-silver explorer and miner

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Merger Highlights

• Proposed merged entity will

have an initial market

capitalisation of approx. A$70

million, at least A$10 million

in cash reserves, low cost

gold and silver production of

28,000opa and operating mill

• Expanded global asset base

with low-cost gold and silver

producing assets and

exploration assets across

major mining districts

• Brings together two highly

experienced and

complementary management

teams with successful record

in exploration and

development

• Improved access to capital

markets

• Merged entity poised for

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Transaction Summary

Structure • IGS and SFEG have entered into a binding Heads of Agreement (HoA) whereby

the entities will merge and SFEG will become a wholly owned Delaware

incorporated subsidiary of IGS

Recommendations • Recommended by the boards of both IGS and SFEG

• Both boards recommend the transaction to shareholders of their respective

companies

Statistics • Pro forma market capitalisation of approx. A$70 million

• Cash reserves of at least A$10 million

• Low cost gold & silver production of 28,000opa (gold equivalent)

• Operating mill

• Near term development assets and portfolio of advanced exploration assets

Conditions • Completion of due diligence by IGS and SFEG

• IGS applying for an ADR listing in the USA and IGS maintaining ASX listing

• Required percentage of IGS and SFEG shareholders approving the merger

• Other customary conditions and regulatory approvals

Merged Company Details • IGS Board of Directors will consist of four directors nominated by SFEG and one

director nominated by IGS

• Will be headquartered in Perth, Western Australia

• Will be listed on the ASX and also traded on a major US exchange or on the

OTC Bulletin Board

Indicative Timetable • Despatch IGS shareholder documentation on 23 October 2012

• Despatch SFEG shareholder documentation on 15 December 2012

• IGS shareholder meeting on 23 November 2012

• SFEG meeting to approve merger by 30 January 2013

• Completion of merger anticipated by 31 January 2013

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Strategic Rationale for the Merger

IGS Latin Gold Project ,

underexplored and Multi Million ounce

potential

+

SFEG’s Summit Gold-Silver Mine, Ortiz Gold Project

and Mogollon Gold-Silver Project

• Combines IGS exploration assets in emerging

global mining districts with SFEG’s portfolio of

low-cost mining and exploration assets in New

Mexico

• Brings together two highly experienced and

complementary management teams with

successful record in exploration and

development

• Low production costs expected to rival major

producers worldwide

• Increases the market relevance and lays the

foundation for a potential material re-rating of

the merged company

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Benefits for Shareholders

Key Benefits for IGS Shareholders • Access to SFEG’s suite of mining and

exploration projects in New Mexico and

cashflow from Summit mine as it ramps up to

full production

• Exposure to Mogollon project - strategic

acquisition with promising exploration upside

and potential to double silver and gold

production at the Lordsburg Mill

• Exposure to historical Ortiz gold project -

excellent potential for development as a low

cost gold producer

• Increased depth of management with strong

mine development and processing

experience added to the team

• Ability to leverage off SFEG’s mining

experience in the development of Latin Gold

project.

• Ability to trade on major US exchange (ADRs)

Key Benefits for SFEG Shareholders • Exposure to Brazilian exploration project –

multi million ounce potential and

underexplored

• Exposure to West African gold sector through

low-cost, early stage exploration assets in

Ivory Coast and Mali

• Reduces debt levels (project finance approx.

$10 million), strengthens balance sheet

• Provides capital for advancement of Mogollon

and Ortiz development projects

• Ability to trade on the ASX and on a major US

exchange (ADRs)

• Global platform for future developments

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Merged Entity - Overview

Status

Projects Exploration Development Production

Summit

Ortiz

Mogollon

Latin Gold

West Africa

Plumridge

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Merged Entity - Overview

Corporate Santa Fe

OTC: SFEG

International

Goldfields

ASX:IGS

Last share price (9 Oct 2012) US34.5c A3.6c

Ordinary shares on issue 117M 572M

Market Capitalisation US$40M A$20.6M

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Enterprise Value Table

Company Ticker Market Cap

($M)

EV

($M)

Reserves /

Resource

(MM oz)

EV/ounc

e

($/oz)

Production

(koz)

Cash

Cost

($/oz)

EPS

($) P/E

IGS /Santa Fe Gold1 IGS - ASX / SFEG-

US 70.00 60.00 1.70 35.29 29.00 364.00 2.4x

ASX

Carrick Gold2 CRK-AX 51.00 48.00 1.20 40.00 (toll treat) NA NA

Doray Minerals3 DRM-AX 69.00 65.00 0.46 140.33 90 (2014) 592.00 NA NA

Ramelius Resources4 RMS-AX 143.00 102.00 2.80 36.43 70.00 931.00 0.12 3.4 X

Focus Minerals FMA-AX 164.00 181.00 4.90 36.94 175.00 1222.00 0.01 3.2X

Saracen Minerals5 SAR-AX 315.00 304.00 5.20 58.46 130.00 898.00 0.07 7.4X

TSX

Allied Nevada ANV-T 2676.00 2401.00 23.40 102.61 204.00 493.00 $1.24 23.86 x

St Andrew Goldfields SAS-T 153.00 135.00 0.70 192.86 95.00 783.00 $0.10 4.15 x

Endeavour Mining EDV-T 509.00 474.00 2.30 206.09 176.00 675.00 $0.31 6.57 x

Rio Alto RIO GA 729.00 598.00 2.60 230.00 180.00 394.00 $0.57 7.38 x

Teranga Gold TGZ-T 560.00 559.00 1.70 328.82 215.00 730.00 ($0.09) -25.97 x

Argonaut AR-T 859.00 824.00 1.20 686.67 88.00 577.00 $0.39 20.65 x

Alamos Gold AGI-T 2314.00 2102.00 2.40 875.83 209.00 374.00 $0.93 20.52 x

Group Average 662.46 604.08 3.89 170.32 120.85 617.92

1 IGS/Santa Fe is based on Summit and Ortiz non-compliant resource and post transaction (assuming min A$5 million raise at completion)

2 Commencing operations, but not yet producing - similar to IGS in that they mine and truck whole ore

3 Andy Well Mine - Developing - not a producer, but low tonnage, high grade underground resource 4 Producer - Wattle Dam / Mt Magnet 5 Producer – Carusoe

Data contained in the above table was taken from publically available information

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Indicative Capital Structure of Merged Entity Post

Transaction Merged Entity

Shares Percentage (%)

Pre-consolidation Post-consolidation 1

Existing IGS Shares on issue 571,520,386 57,152,038 24.38

IGS Shares issued pursuant to

Placement 66,666,667 6,666,667 2.83

Securities issued to SFEG

Shareholders 1,449,469,462 144,946,946 61.57

A$5m Completion Placement

(min) 3 166,666,667 16,666,667 7.08

Securities to be issued to

facilitators and corporate

advisors

100,000,000 10,000,000 4.25

Total 2,354,323,182 235,432,318 100

Notes:

1. Settlement of the Transaction is conditional upon IGS undertaking a consolidation of its issued capital on a one for ten basis.

2. IGS also has the following unlisted options on issue (on a pre-consolidation basis) which have not been included in the above calculations:

(a) 7,250,000 unlisted options (A$0.20; 31 December 2013)

(b) 14,000,000 unlisted options (A$0.08; 31 December 2015)

(c) A further 33,333,333 options (A$0.03; 2 years) will be issued (on a pre-consolidation basis) pursuant to placement terms, subject to

shareholder approval and completion of the Merger

3. It is proposed that a further A$5 million (minimum) will be raised in conjunction with settlement, an issue price of A$0.03 has been assumed

for the above calculations. Settlement is not conditional on completion of this placement

4. SFEG also has 37,648,216 unlisted options, warrants and convertible securities on issue in SFEG which have not been included in the

above calculations. merger agreement will provide for the issuance of “replacement options and warrants” in IGS containing substantially the

same economic terms and provisions as such options, warrants and convertible securities.

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IGS Overview

• Targeting multi million ounce gold discovery(s) in new and emerging

gold provinces in Brazil, West Africa and Australia

• Brazil – Advanced exploration prospect currently drilling, large

landholding with high prospectivity for discovery

• West Africa – Massive landholding with projects located in highly

prospective regions of Mali and Cote d’lvoire

• Australia – Exposure to large land holding in the emerging mineral

province of the Albany-Fraser Belt

• A$10.6 million cash (as at 30 June 2012) to fund aggressive

exploration programs

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Latin Gold Project – New Gold Province

• 93% ownership of Latin Gold Ltd, a

private UK company that is the 100%

owner of 2,976km2 located in the

highly mineralised Alta Floresta

Mineral Province of Juruena Belt

• The state of Mato Grosso is located

in the far west of Brazil and until as

recently as the 1970 - 1980’s was

considered one of Brazil’s remote

frontiers.

• The region has a history of gold

mining dating back to 1718 when

alluvial gold was discovered in

Cuiaba.

• Latin Gold Project is located in an

area of major gold rush with over

5Moz gold extracted by “Garampeiro”

(artisanal) mining in the Alta Floresta

region during the 1980’s.

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Brazil – Regional Prospects

• Aggressive regional scale exploration program

• Definition Drilling planned for Ana and Pe Quente prospects

• ANA Prospect – 2.5 x 4km surface gold anomaly associated with Cu-Mo surface anomaly aureole

– Active artisanal mining on multiple quartz vein hosted structures hosting high grade gold with over 8km of

placer workings draining area.

Best gold diamond drill

intercepts to date:

• 18m at 3.24g/t Au

• ANA006

• 6m at 5.18g/t Au

• ANA007

• 21m at 5.9g/t Au

• ANA008

Best copper drill intercepts to date:

• 4.2m at 0.31% Cu and

• 9m at 0.24% Cu

• ANA006

• 6m at 0.68% Cu

• ANA007

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SFEG Overview Santa Fe is a U.S. mining and exploration company that develops primarily gold and silver properties:

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Summit Gold-Silver Mine,

New Mexico

• Revenue of US$6.4 million

generated in FYE 30 June, 2011

• Revenue of US$11.5 million

generated in FYE 30 June, 2012

• Revenue of US$4.5 - $5 million

generated in 3 months to 30

September, 2012

Lordsburg Mill, New Mexico

• Strategic asset with spare processing

capacity

• Can handle a variety of ore types.

• Centrally located with respect to

historic mining districts and

favourable infrastructure

Mogollon Gold-Silver project,

New Mexico

• Strategic acquisition with drilled

resources and promising exploration

upside

• Potential to double silver and gold

production at the Lordsburg Mill

Ortiz Gold Project, New Mexico

• Historical drilled gold resource of 1.5

million ounces (“non-compliant”)*

• Excellent potential for development

as a low cost gold producer

*IGS does not treat the stated historical estimates as current, and estimates should not be relied upon, however the historical mineral estimations on Ortiz are relevant to IGS in assessing the potential value of the Santa Fe asset portfolio. The historical resource estimate quoted is believed to be reliable, as it was completed by an independent group (Independent Mining Consultants, 2006), reported in categories that relate to JORC resource categories, and results of that resource estimation are comparable to prior in-house estimations completed by a reputable US Mining company (LAC Minerals report, 1990). Santa Fe has commenced work to have all datasets reviewed by a competent person provide a revised JORC compliant resource estimate.

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Santa Fe’s Asset Portfolio

Summit Mine, New Mexico

• Processing commenced in Q2 2010

• Commercial production in Q2 2012

• Production ramp-up underway

• Substantial exploration potential

Lordsburg Mill, New Mexico

• Significant excess capacity

• Increase in throughput expected:

– Ramp-up of ore production from

Summit Mine

– New mine development Mogollon

Project

– Exploration historic Lordsburg

District

– Other ore sources within trucking

distance

Ortiz Gold Project, New Mexico

• Historical drilled gold resource of 1.5 million ounces (“non-compliant”)*

• JORC compliant report underway

• Permitting estimated 2 years

• Production as early as 3 years

Mogollon Project, New Mexico

• Option to acquire Mogollon gold-

silver mining district

• Increase supply of ore to

Lordsburg Mill from Mogollon

property

• Highly prospective exploration

assets

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*IGS does not treat the stated historical estimates as current, and estimates should not be relied upon, however the historical mineral estimations on Ortiz are relevant to IGS in assessing the potential value of the Santa Fe asset portfolio. The historical resource estimate quoted is believed to be reliable, as it was completed by an independent group (Independent Mining Consultants, 2006), reported in categories that relate to JORC resource categories, and results of that resource estimation are comparable to prior in-house estimations completed by a reputable US Mining company (LAC Minerals report, 1990). Santa Fe has commenced work to have all datasets reviewed by a competent person provide a revised JORC compliant resource estimate.

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Summit Mine Summary

Summit Gold-Silver Indicated Resource

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Tons 623,000

Silver Grade 10.780 opt (370g/t) Silver Ounces 7,400,000

Gold Grade 0.143 opt (4.9g/t) Gold Ounces 98,000

Gold Equiv Grade 0.349 opt (11.97g/t) Gold Equiv Ounces1 220,000

Production Ramp-up

• Commercial production commenced Q2 calendar 2012

• Revenues expected to increase as higher grades are reached over

next 18 months

• Lordsburg Mill is producing a marketable, high value Au-Ag

concentrate

• Sales contract with European Smelter: Aurubis AG, Germany

• Sales contracts with Arizona Smelters: Freeport McMoRan; Asarco

• Target production building to 2,400 gold equivalent ounces per month

1Gold equivalency for silver calculated at a 60:1 Ag:Au Ratio

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Summit Mine: Economic Parameters

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In May 2011 an independent Technical Report on the Summit Mine yielded the

following conclusions*:

Capital Cost: US$18.5 million (completed)

Average Cash Cost (5 years): US$364/oz Au Equivalent

Average Operating Cost (5 years): US$84.50/ton

Revenue (5 year average): US$43 million/year

EBITDA (5 year average): US$32 million/year

* Pricing Assumptions:

• Gold: US$1,500/oz

• Silver: US$25/oz

• USD$65 million of tax loss carry-forwards to be applied to Summit

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Strategic Acquisition: Mogollon

Santa Fe has an option to purchase the Mogollon Gold-Silver Project -

payments total US$4.5 million through 2014

Synergies of the acquisition include:

• Mogollon project is within trucking distance (approx. 100 miles) of

Lordsburg Mill, which has spare capacity

• The Mogollon acquisition potentially more than doubles the supply of ore to

the mill

• Production will require development of new underground mine

Mogollon Gold-Silver District, New Mexico:

• Past Production: 15.7 million ounces of silver; 327,000 ounces of gold

• 45 miles of vein length available – only 3 miles developed so far

• Drilling program planned for 2013

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Ortiz Gold Project, New Mexico

Historical Resource Estimate*

• 1.5 million ounce drilled gold resource completed in 2006 by Independent Mining Consultants Inc

• 38.5 - 39.2 million tonnes grading 1.35 -1.37 g/t gold

• US$40mm spent on exploration in the 1980’s – 1990’s

• 120,000 meters of drilling completed

Production Potential

• Historical production in excess of 350,000 ounces of gold

• Future production anticipated as early as 3 years

• Open pit mining at 3mm tons/yr to be processed through crushing, milling and gravity recovery

Litigation settled

• Settlement with Ortiz Mining Inc. confirmed Santa Fe’s exclusive mineral lease rights.

Next Steps

• A JORC compliant technical report with revised resource estimate taking into consideration updated

economic considerations is underway and is expected to be completed before the end of November

2012.

• Permitting: Complete technical work and environmental studies

*IGS does not treat the stated historical estimates as current, and estimates should not be relied upon, however the historical mineral estimations on

Ortiz are relevant to IGS in assessing the potential value of the Santa Fe asset portfolio. The historical resource estimate quoted is believed to be

reliable, as it was completed by an independent group (Independent Mining Consultants, 2006), reported in categories that relate to JORC resource

categories, and results of that resource estimation are comparable to prior in-house estimations completed by a reputable US Mining company (LAC

Minerals report, 1990). Santa Fe has commenced work to have all datasets reviewed by a competent person provide a revised JORC compliant

resource estimate.

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SFEG/IGS Merger Investment Summary

• Santa Fe has successfully made the transition from an exploration to a

producing company

• Profile of increasing cash flow from Summit mine (2012 to 2013)

• Low estimated cost of production from all mines

• Lordsburg Mill is a strategic asset for new ore sources

• Mogollon acquisition builds gold & silver asset base

• Ortiz Gold Project potentially a “company maker”

• Targeting Multi-Million ounce potential on advanced project in Brazil

• Highly Prospective early-stage exploration projects in West Africa feeding

exploration pipeline

• Exposed to potential upside of discovery in emerging Albany-Fraser Belt

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Indicative Timetable

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Event Target Date

Despatch IGS shareholder documentation 23 Oct 2012

Despatch SFEG shareholder documentation 15 Dec 2012

IGS shareholder Meeting 23 Nov 2012

SFEG Meeting to approve Merger 30 Jan 2013

Completion of Merger 31 Jan 2013

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Contacts

Investors:

IGS

Travis Schwertfeger

CEO

International Goldfields Limited

T: +61 8 9221 7729

E: [email protected]

SFEG

Pierce Carson

CEO & Chairman of Board

Santa Fe Gold Corporation

T: +1 505 255 4852

E: [email protected]

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Media:

Professional Public Relations

David Tasker

National Director, Investor Relations

T: +61 8 9388 0944/ +61 433 112 936

E: [email protected]

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