Quarterly report - period ended 31 March 2010
30 Abril 2010 - 3:39AM
UK Regulatory
TIDMRMLA
RNS Number : 1183L
Rusina Mining NL
30 April 2010
FOR IMMEDIATE RELEASE
30 April 2010
Rusina Mining NL
("Rusina" or the "Company")
QUARTERLY REPORT
FOR THE PERIOD ENDED 31 MARCH 2010
The Company announces that is has released its Quarterly Report to the ASX
today. A copy of the document is available from the Company's website -
www.rusina.com.au
HIGHLIGHTS DURING THE QUARTER
· Merger announced with European Nickel PLC
· Bid currently values Rusina at a 41% premium to the 10 day VWAP prior to
the merger announcement
· Creation of a potentially significant mid-tier nickel producer
· Scheme booklet to be mailed next week
· Key mining permits issued at Acoje
Merger
On 3 February the Company announced that it had entered into a Merger
Implementation Agreement with its Acoje joint venture partner, European Nickel
PLC. The key terms of the merger as announced were as follows:
· Rusina shareholders will be offered four European Nickel new ordinary
shares ("New Shares") for every five Rusina ordinary shares they own (the
"Exchange Ratio"). The Scheme is subject to Australian court approval and
approval by Rusina's shareholders.
Subsequent to the merger announcement European Nickel has announced that,
subject to the merger being approved by Rusina shareholders, it will consolidate
its share capital on a 1:4 basis in order to meet the minimum share price
requirements of the ASX for its proposed Australian listing. This will have the
effect of changing the merger ratio to 1 European Nickel New Share (post
consolidation) to 5 Rusina ordinary shares.
· The Exchange Ratio represents a 15.5% premium to Rusina's last 10 day's
ASX Volume Weighted Average Share Price ("VWAP") of A$0.0933 per share
(GBP0.05159 per share) and values Rusina at approximately GBP18.1 million
(A$32.7 million) based on European Nickel's last 10 days VWAP of GBP0.0745 per
share (the "Initial Offer"). Based on the last 30 days VWAP for each company
the premium is 27%.
As of the date of this report the most recent share price of Rusina was 12.0
cents and the share price of European Nickel was 9.93 pence. Based on an
exchange rate of 60.5 pence, the value of the merger to Rusina shareholders
using European Nickels closing share price on 28 April of 9.93 pence, is 13.13
cents, a 41% premium to the 10 day VWAP prior to the merger announcement.
· The ultimate value of the offer is capped at GBP27.1 million (the "Value
Cap"), a 50% premium to the Initial Offer. The determination of whether an
adjustment will be made to the Initial Offer will be made on 14 May 2010 (the
"Cap Valuation Date"). If at this date, the value of the offer based on European
Nickel's 10-day VWAP prior to the Cap Valuation Date, is greater than the Value
Cap then the Exchange Ratio will be adjusted to equal the Value Cap.
The Value Cap, based on an exchange rate of 60.5 pence, represents a potential
Rusina share price of 14.78 cents, which is a potential premium over the 10 day
VWAP for Rusina shares prior to the merger announcement of 58.4%.
· Holders of Rusina share options will be offered New Shares in
consideration for the cancellation of their Rusina options, based on the
calculated value of each series of options. In total 6,425,329 New Shares will
be offered to option holders.
· The Rusina directors unanimously recommend that Rusina shareholders vote
in favour of the proposed Scheme, and each director intends to vote all of the
Rusina shares they own or control at the date of the Scheme meeting in favour of
the Scheme, in the absence of a superior proposal.
· Upon completion of the Scheme and the Placing, and under the terms of the
Initial Offer, current Rusina shareholders will own approximately 27.3% of the
merged company.
· European Nickel plans to establish an Australian listing of its shares
through ASX-listed CHESS Depositary Interests (CDIs) such that Rusina
shareholders can trade the New Shares they receive on the ASX.
· On completion of the Scheme changes will be made to the composition of the
Board of European Nickel, including the appointment of Rusina's CEO, Robert
Gregory, and Rusina's CFO, Mark Hanlon, as European Nickel Managing Director and
Finance Director respectively. Simon Purkiss will become Executive Deputy
Chairman, David Whitehead will continue as Chairman and Paul Lush will continue
as a Non-Executive Director. A further Non-Executive Director will be nominated
on completion of the Scheme.
· European Nickel also announced on 3 February that it had placed 172.4
million new ordinary shares at 7.0 pence each to raise gross proceeds of
approximately US$19.4 million (GBP12.1 million).
Upon implementation of the merger, the combined group will have a total
attributable resource base of 1.35 million tonnes of contained nickel, forecast
production of 45,000 tonnes per annum from its two projects, Çaldag and Acoje,
and a strengthened management team.
+------------------------------------+--------+--------+----------+
| Combined Group Projects | Çaldag | Acoje | Combined |
+------------------------------------+--------+--------+----------+
| Annual nickel production (tonnes) | 20,400 | 24,500 | 44,900 |
+------------------------------------+--------+--------+----------+
| Total project capital cost (US$m) | 428 | 498 | 926 |
+------------------------------------+--------+--------+----------+
| NPV10 (US$m) - US$6/lb Ni price | 2071 | 3752 | 582 |
+------------------------------------+--------+--------+----------+
| NPV10 (US$m) - US$7/lb Ni price | 3791 | 5862 | 965 |
+------------------------------------+--------+--------+----------+
| Free annual cash flow (US$m) - | 51 | 108 | 159 |
| US$6/lb Ni price | | | |
+------------------------------------+--------+--------+----------+
| Project IRR - US$6/lb Ni price | 20.5% | 28.3% | |
+------------------------------------+--------+--------+----------+
| Project IRR - US$7/lb Ni price | 28.4% | 37.2% | |
+------------------------------------+--------+--------+----------+
Notes: 1. Geared
2. Ungeared
The Scheme Booklet is likely to be mailed to shareholders on Monday 3 May. The
booklet contains details of the scheme meeting, proxy form and all other
regulatory and legal requirements. The current timetable is anticipated as
follows:
+-------------------------------------------------+-------------+
| First Court Hearing to approve the Scheme | 30 April |
| | 2010 |
+-------------------------------------------------+-------------+
| Mailing of Scheme Booklet to Shareholders | 3 May 2010 |
+-------------------------------------------------+-------------+
| Scheme Meeting | 2 June 2010 |
+-------------------------------------------------+-------------+
| Second Court Hearing to approve the Scheme | 9 June 2010 |
+-------------------------------------------------+-------------+
| Last day for trading in Rusina shares on ASX | 10 June |
| and AIM after close of business of the | 2010 |
| respective exchanges | |
| Scheme becomes binding (Effective Date) | |
+-------------------------------------------------+-------------+
+-------------------------------------------------+-------------+
| Record Date | 5.00pm |
| Time for determining entitlements to Scheme | (WST) on |
| Consideration | 18 June |
| | 2010 |
+-------------------------------------------------+-------------+
| Cancellation of Rusina shares on AIM | 7.00am |
| | (BST) on |
| | 21 June |
| | 2010 |
+-------------------------------------------------+-------------+
| Merger Implementation Date | 21 June |
| Scheme Consideration issued to Scheme | 2010 |
| Participants | |
+-------------------------------------------------+-------------+
| European Nickel CDIs commence trading on ASX | 24 June |
| (subject to ASX approval) and New Shares | 2010 |
| commence trading on AIM (subject to AIM | |
| approval) | |
+-------------------------------------------------+-------------+
Share Capital
A total of 2,470,000 unquoted options expired unexercised during the quarter.
The total number of unquoted options on issue is 14,422,040 with various
exercise prices between 10 and 60 cents and expiry dates between January and
December 2011.
The total number of ordinary shares on issue as of 31 March 2010 was
302,963,515.
Cash Position
Cash on hand at the end of the quarter was $3.38 million. In addition to the
cash there were receivables outstanding from our joint venture partner of
$0.83m.
ACOJE HEAP LEACH TRIAL AND TEST CENTRE
Key Permits granted
Two additional Environmental Compliance Certificates (ECC's) were granted for
the Acoje project on Luzon Island in the Philippines. An ECC sets out the
guidelines and measures for the development of the intended project and is the
principal permit for operation within the Philippines. It is issued by the
Department of Environment and Natural Resources (DENR) through the Environmental
Management Bureau (EMB).
The Acoje Project already has two existing ECC's that allow the direct shipping
of nickel laterite ores in addition to the operation of a Pilot Heap Leach
Facility. These additional ECC's cover the construction and operation of the
full scale Heap Leach Project as well as surface / underground mining and
processing of chromite ores at Acoje.
There are a number of ECC conditions and permits which are required before
either the Nickel Heap Leach Project or the Chromite Mining Project could
commence construction. A number of these involve the revision and/or
continuation of existing conditions from the previous ECC's.
Details of the two new ECC's are set out below;
Nickel Heap Leach Project
The nickel heap leach ECC covers the extraction and processing of nickel
laterite ore into a mixed hydroxide product. The major components of the project
which the ECC covers are as follows:
· Mining - extraction of three million dry metric tonnes of nickel laterite
ore by surface mining for 10 years in 400 hectares out of the 3,675 hectares of
the tenement;
· Heap Leach Processing Plant (HLPP) - processing of the nickel laterite ore
through a plant comprising of an Agglomerator, Heap Leach Pads with 40 modules
of approximately 63,000 cubic metres of ore per module, Five Process Ponds and a
Precipitation Plant for the recovery of metals from the pregnant solution;
· Sulphuric Acid Plant - to provide up to 4,545 metric tonnes of 98.5%
sulphuric acid for the HLPP as well as to provide steam for the 36 MW power
plant;
· Water Storage Dam with a capacity of 1.7 million cubic metres, and
· Various storage and containment facilities as well as road and power
access requirements.
Chromite Mining Project
This certificate is an enhancement of and extension to the ECC issued on 22
February 2008 for the nickel Direct Shipping Ore (DSO) operations. The major
components of the project are as follows:
· Surface and underground mining rate of 415,800 metric tonnes per annum of
chromite ore and 315,000 metric tonnes of chromite laterite ore;
· Processing plant for chromite with a production capacity of 378,000 tonnes
per annum;
· Construction of all access roads, storage facilities , tailings ponds and
silt traps, mine facilities, power and port as relevant to the chromite project,
and
· Extraction of 1 million tonnes of nickel laterite ore per annum for DSO.
Deed of Assignment and Economic Zone recommendation.
Late in the quarter, the final Deed of Assignment was registered by the
Secretary of the DENR for the Acoje MPSA from CRAU Mineral Resources, the claim
owners, to Zambales Diversified Metals Corporation (ZDMC), a Philippine company
owned and controlled by Rusina and its Philippine partners. This is principally
an administrative step, as the MPSA was contractually assigned by CRAU to Rusina
on 25 November 2007 and has been operated by ZDMC since that time.
In addition, the Secretary of the DENR formally endorsed the application of a
Special Economic Zone for Acoje to the Philippine Economic Zone authority. The
Special Economic Zone grants fiscal incentives which are key for the development
of the Heap Leach Processing Facility at Acoje.
Acoje Test Centre and Heap Leach Trial
The construction of the Heap Leach Trial downstream facility was completed
during the quarter. Specialised Ion Exchange (IX) and Resin in Pulp (RIP)
equipment has now arrived in the Philippines that will process the Pregnant
Leach Solution (PLS) from the Heap Leach Trial (HLT). The HLT will not commence
irrigation until after the merger is complete. Funding raised by ENK early in
the quarter is contingent on the merger and it was prudent to delay ongoing
liabilities/commitments with the introduction of acid to the ore until the
merger is complete.
Test-work continues unabated in the Acoje Test Centre. Lab scale IX and RIP
test-work is providing data on resin and equipment selection and flow-sheet
design criteria. The aim of the downstream test-work is to provide more
valuable final products such as separate Nickel and Cobalt Hydroxides from the
Heap Leach process.
Contacts: Mark Hanlon Rusina Mining Tel:
+61 8 9226 1111
Roland Cornish Beaumont Cornish
Tel: +44 (0) 207 628 3396
For further information please visit our website - www.rusina.com.au
This information is provided by RNS
The company news service from the London Stock Exchange
END
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