TinkerBelle
11 years ago
Got this from Homevendor....Resolute Mining Enhanced Financing Offer to NOBLE.
http://www.resolute-ltd.com.au/fileadmin/pdfs/504_-_301012_-_Resolute_Enhances_Financing_Offer_to_Noble.pdf
30 October 2012
RESOLUTE ENHANCES FINANCING OFFER TO NOBLE
Highlights
• Resolute to provide immediately available US$15 million unsecured Debt Facility as part of A$85 million Financing Offer, creating short term funding certainty for Noble
• Enhanced Financing Offer is a superior proposal and provides overall funding certainty for the full A$85 million, in contrast to the proposed Zhongrun placement
Resolute Mining Limited (ASX: RSG, “Resolute”) has today submitted an improved Financing Offer to Noble Mineral Resources Limited (ASX: NMG, “Noble”), which incorporates a US$15 million unsecured short term debt facility (“Debt Facility”) available for immediate draw down to facilitate Noble’s near term funding requirements.
The Debt Facility is effectively an advance on the US$20 million guarantee originally proposed by Resolute, which was intended to facilitate further draw down under Noble’s existing secured debt facility with Investec (“Investec Facility”).
It is contemplated that the Debt Facility and all amounts outstanding under the Investec Facility, will be repaid out of funds raised from the proposed Placement and Entitlement Issue of convertible notes (“Note Issue”). Resolute’s Financing Offer (including the Debt Facility) remains conditional upon the proposed Zhongrun placement not proceeding and Resolute’s Financing Offer being accepted.
Resolute has also amended the proposed terms of the convertible notes to be issued under the Note Issue to confirm that interest on the notes will be capitalised for the first year of the three year term.
Resolute Chief Executive Officer Mr Peter Sullivan said: “Resolute’s improved Financing Offer clearly addresses a specific concern raised by Noble regarding the short term funding certainty of our original offer. This improvement increases the onus on the Noble directors to consider their fiduciary duties to shareholders and reconsider their rejection of Resolute’s offer.”
Resolute reiterates its view that its Financing Offer is a superior proposal. As well as short term funding assurance, Resolute’s Financing Offer:
• Provides overall certainty for the full A$85 million. In contrast, a major portion of the proposed Zhongrun placement remains subject to shareholder approval and various Chinese regulatory approvals, which are not guaranteed of being obtained;
• Is fairer to all Noble shareholders, by providing them with the ability to participate in the recapitalisation of Noble. In contrast, the proposed Zhongrun placement would leave current Noble shareholders as a heavily diluted minority;
• Is not a change of control transaction. Future conversion of notes issued to Resolute into Noble shares above 19.9% will require Noble shareholder approval (except under the creep provisions of the Corporations Act) at that time, i.e. shareholder approval for conversion is
not being sought now. In contrast, Zhongrun is seeking to gain control or effective control over Noble now; and
• Gives Noble access to Resolute’s significant African operational expertise, as it continues to develop the Bibiani gold project.
Noble shareholders are urged to vote against the first tranche of the proposed Zhongrun placement (by voting no to Resolution 6) at the General Meeting scheduled for Wednesday 31 October 2012.
PETER SULLIVAN
Chief Executive Officer
Media Contacts:
Shaun Duffy / James Tranter
FTI Consulting
Phone: +61 8 9485 8888
Investor Contacts:
Geoff Rasmussen / Matthew Weaver
Azure Capital Limited
Phone: +61 8 6263 0888
TinkerBelle
11 years ago
New NOBLE announcement
http://www.nobleminres.com.au/live/wp-content/uploads/2012/10/Resolute-financing-proposal.pdf
Also from Resolute:
Resolute Mining plays knight to Noble Mineral Resources
Thursday, October 25, 2012 by Bevis Yeo
Resolute Mining plays knight to Noble Mineral Resources
Resolute Mining (ASX: RSG) has offered Noble Mineral Resources (ASX: NMG) an alternative A$85 million financing offer along with an acquisition of 19.99% of Noble's shares.
The offer is conditional on Noble rejecting the proposed investment from Chinese private investment group Zhongrun, which had offered to subscribe for A$84.7 million worth of new ordinary shares in Noble, making the fund Noble’s largest shareholder with 41.5%.
Resolute has executed Share Sale Agreements with certain Noble shareholders to acquire 19.99% of Noble shares in exchange for Resolute shares.
It will also fully underwrite a A$78.7 million Entitlement Issue of convertible notes to Noble
Shareholders and subscribe for A$6.3 million in convertible notes on the same terms.
Resolute will also provide an immediate US$20 million guarantee to enable Noble to borrow additional funds to meet its short-term funding needs.
The proposed notes will mature in three years and carry an 8% per annum coupon, paid semi-annually. These can be converted into Noble shares at A$0.12 each.
Resolute said its offer ensures that Noble will have access to the short-term funds it needs in a timely fashion while its underwriting of the A$85 million notes provides a high degree of visibility to Noble shareholders on receipt of these funds.
It added that if all existing Noble shareholders take up their entitlements and all convertible notes are subsequently converted, Resolute would hold 23.1% of the enlarged capital of the company, with existing Noble shareholders holding the remaining 76.9%.
Proactive Investors is a market leader in the investment news space, providing ASX “Small and Mid-cap” company news, research reports, StockTube videos and One2One Investor Forums.
http://www.proactiveinvestors.com.au/companies/news/34970/resolute-mining-plays-knight-to-noble-mineral-resources--34970.html
clutnam
11 years ago
Zhongrun Shareholders Approve Investment in Noble
Tuesday , 16 Oct 2012 Noble Mineral Resources Limited
Noble Mineral Resources Limited (ASX: NMG) ("Noble" or the "Company") advises that, at a general meeting held in Jinan City, Shandong, China, Zhongrun Resources Investment Corp. received shareholder approval for the investment in Noble to be made by the Zhongrun Group ("Zhongrun"). Accordingly, Zhongrun shareholder approval is no longer a condition of Tranche 2 of the transaction announced on 27 September 2012, whereby Zhongrun will invest A$84.7m into Noble via a conditional placement to be executed in two tranches.
Tranche 1 of the Zhongrun investment remains conditional only upon Noble obtaining shareholder approval for the issue of up to 15% of the Company's issued share capital under Listing Rule 7.1 at a General Meeting of Noble shareholders to be held on 31 October 2012.
Following fulfillment of the Zhongrun shareholder approval condition, Tranche 2 of the Zhongrun investment remains subject to the following conditions:
Completion of Tranche 1 (and the lodgement with ASIC of a prospectus to permit the shares issued pursuant to Tranche 1 to be freely tradeable);
Zhongrun obtaining certain Chinese regulatory approvals (Shandong Provincial and National Development and Reform Commission, Ministry of Commerce and the State Administration of Foreign Exchange);
Noble shareholder approval for the purpose of section 611 (item 7) of the Corporations Act 2001 (Cth) (with such notice of general meeting to be accompanied by an Independent Expert's Report); and
The lodgement of a prospectus with ASIC.
Noble welcomes this important step towards completion of the Zhongrun transaction and will keep shareholders informed of any further developments.
Proceeds from the transaction will be utilised by Noble to accelerate the Bibiani ramp-up to achieve the Company's production target of +150koz p.a., meet existing liabilities and grow the Company's resource base. Following completion of both tranches, Noble will be a fully-funded and unhedged gold producer with scope to maximise the potential of Bibiani as well as to capitalise on other growth opportunities.
For further information on the Zhongrun investment please refer to the Noble announcement dated 27 September 2012.
For further information please contact:
Noble:
Wayne Norris
Managing Director
Tel: +61 (0) 8 9474 6771
Email: admin@nobleminres.com.au
http://www.mineweb.com/mineweb/view/mineweb/en/page674?oid=160272&sn=Detail&pid=102055
ShortonCash
12 years ago
Zhongrun Resources Investment Corp's Subsidiary to Acquire Equity Shares of Noble Mineral Resources Ltd
http://www.reuters.com/finance/stocks/NMG.AX/key-developments/article/2613772
Wednesday, 26 Sep 2012 08:00pm EDT
Zhongrun Resources Investment Corp announced that its wholly owned subsidiary, a Virgin Islands-based mining industry investment company (Subsidiary A), will acquire 101.8 million common shares newly issued by Noble Mineral Resources Ltd (Noble Mineral) at AUD 0.16 per share or AUD 16,288,000 (approximately RMB 107,711,000), to acquire a 13.04% stake. Noble Mineral will then issue another 380 million common shares to a Hong Kong-based real estate group company (Company A) at AUD 68.40 million (approximately RMB 452,322,000), as well as 240.9 million options at AUD 0.23 per option. After that, Company A will hold a 32.74% stake in Noble Mineral, while Subsidiary A's holdings in it will decrease to 8.77%.
ShortonCash
12 years ago
invest in Noble to expand and take on more opportunities in the country.
http://news.moneygh.com/pages/mining/201206/187.php
The Sector Minister made this disclosure during a meeting of top management personnel of Noble Gold Bibiani Limited (NGBL) led by Mr. Tunku Naquiyuddin, chairman of Noble Minerals resources Limited of Malaysia, and the Minister himself.
He urged the management of Noble Gold Bibiani Limited and other mining companies to purchase their social Licence for peaceful co-existence with their communities, adding that this would enable him to focus on policy formulation for the industry rather than hopping from one community to the next to resolve disputes between mining companies and their host communities.
Mr. Wyne Norris, Chief Executive Officer of NGBL disclosed that Noble Minerals Resources Limited of Malaysia has so far received US$126million investment into the operations of NGBL which is a subsidiary company of Noble Minerals Resources of Malaysia.
He said Noble owns the mining fleet, through Drilling and Mining Services (DAMS) a sister-company, and also the on-site state of the art laboratory that is run by locals.
Mr. Norris said NGBL, with a management team that is largely Ghanaian, will be looking for other opportunities in Ghana in the near-future since the nation is a safe haven in terms of peace and good governance in Africa.
Mr. Naquiyuddin, thanked the Minister for the ministry’s consent and support for Noble Minerals Resources Limited to take over the majority shares in the Bibiani Mine, and said it will deepen the Ghana-Malaysia relationship, using Noble as the vehicle of investment, and potentially get his group to invest in Noble to expand and take on more opportunities in the country.
The NGBL is said to have offered a large percentage of the indigenous people employment as one of their corporate social responsibilities.
By Kizito CUDJOE
ShortonCash
12 years ago
NEWS
http://www.nobleminres.com.au/live/wp-content/uploads/2012/09/Zhongrun-to-invest-A84.7m-in-Noble.pdf
Following completion of both tranches of the placement, Zhongrun will own 41.5% of Noble's pro-forma share capital on an undiluted basis. Exercise of the Zhongrun options would see a further A$55.4m invested into Noble and result in Zhongrun owning 51.6% of Noble's pro-forma share capital on an undiluted basis.
Following the investment, Noble will be a fully-funded, ungeared and unhedged gold company with a clear pathway to production of + 150koz p.a. from Bibiani, and a strong platform to pursue future growth opportunities, with the benefit of a supportive strategic shareholder and partner.
Noble's Chairman Tunku Naquiyuddin said: "Zhongrun has committed to making a very substantial investment into Noble, which will provide us with the financial strength and flexibility to bring Bibiani into full production and maximise its value for the benefit of all parties. The formation of the partnership with Zhongrun follows careful evaluation of all Noble's available funding and strategic options and we are confident that it represents the optimal outcome for shareholders and delivers both attractive value and certainty. Zhongrun brings financial and technical capabilities to the partnership that we believe will be highly complementary to the Noble team. We look forward to working with Zhongrun to maximise the value of Bibiani and pursue other regional growth opportunities.
<<< maximise the value of Bibiani and pursue other regional growth opportunities.
MELBOURNE (REUTERS) -
Chinese firm Zhongrun Resources Investment Corp has agreed to buy a 42 percent stake in Noble Mineral Resources Ltd (NMG.AX) for A$85 million ($88 million), sending shares of the Australian gold miner soaring 25 percent.
The announcement sent Noble Mineral shares to A$0.15, though that was well short of a record A$0.805 the company's shares touched last year.
Zhongrun's move into Noble Mineral follows Shandong Gold Group's SDONGA.UL plan to buy a majority stake in Australia's Focus Minerals Ltd (FML.AX:), Zijin Mining Group's (601899.SS:) takeover of Norton Gold Fields in Australia. China National Gold Group Corp is also in talks to buy a stake in African Barrick Gold Plc (ABGL.L:).
Zhongrun Resources Investment Corporation, formerly ShanDong ZhongRun Investment Holding Group Co.,Ltd., is principally engaged in the investment, development, distribution and leasing of real estate. The Company operates its business mainly in Jinan, Zibo and Weihai, Shandong Province, China. As of December 31, 2010, the Company had five major subsidiaries, involved in real estate business and mine investment business
ShortonCash
12 years ago
Noble Mineral Resources Limited : BBY Research on NMG – April 2012
04/19/2012 | 09:46pm US/Eastern
Noble Mineral Resources Ltd (NMG) is currently bringing its flagship 150kozpa Bibiani Gold Project in Ghana, West Africa, into production. NMG has two other gold exploration projects in Ghana, and a nickel-copper-PGE exploration project in WA.
Research Summary
Noble Mineral Resources (NMG) has raised a further A$20M to make up for the funding shortfall needed to deliver Bibiani. We have updated our model with recent raisings, and adjusted our model in line with NMG's projected capex spend (+ US$10M surplus to requirements).
Our production profile now reflects gold production from tailings until end May 2012, after which we begin processing Satellite ore, and we have raised our operating costs until Bibiani's performance can be established. Finally, we lift the corporate tax rate to 35% (from our prev 30%) to reflect our view of Ghana's likely tax regime. Our NPV has lowered to A$0.92/sh (prev A$1.25/sh), our new price target, which represents a 156% premium to the current share price. We retain our Strong Buy recommendation.
http://www.4-traders.com/NOBLE-MINERAL-RESOURCES-L-6603357/news/Noble-Mineral-Resources-Limited-BBY-Rese
ShortonCash
12 years ago
Market Update
http://www.nobleminres.com.au/live/wp-content/uploads/2012/09/11M-Capital-Raising-and-Market-Update1.pdf
http://www.bby.com.au/assets/Uploads/Corporate/2012-BBY-Corporate-Finance-Transactions.pdf
ONE of Hong Kong's wealthiest and most powerful families may have a small Perth-based gold miner firmly in its sights, and it could have a role to play in the long-awaited consolidation of the West African gold industry.
Wei An Developments, which is registered to an address in the luxurious Hong Kong suburb of The Peak, has been recently buying shares in Noble Mineral Resources.
Last month, the group spent almost $13 million lifting its stake in Noble from 9.2 to 14.1 per cent.
Although the identity of those behind Wei An has been publicly unknown, according to sources the group is linked to the family behind the multi-billion-dollar Nan Fung group.
Nan Fung, headed by billionaire patriarch Chen Dein-hwa, is entirely private so does not enjoy the same public profile as some of the city's other ultra-rich families.
But it is ranked as Hong Kong's second-largest property developer, with interests also in shipping, textiles and financial services.
One Hong Kong-based source said the arrival of Wei An on the register had triggered buying in Noble by other Hong Kong investors "following the money".
Wei An is by no means the only group watching Noble very closely.
It is understood also that a number of Canadian companies, as well as several former directors of a recently acquired Australian miner, have been eyeing Noble as a possible target.
And another West African gold play, Perseus Mining, has reportedly been considering a bid for Noble as the next leg in its growth.
http://www.theaustralian.com.au/business/opinion/wealthy-family-buys-into-noble-mineral-resources/story-e6frg9if-1226069769146
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the cork
12 years ago
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