Information Memorandum
This Information Memorandum is not a disclosure document. The information is specifically provided to the receiving party (Recipient) for the purpose of reviewing the investment opportunity in Provident Mining Pty Ltd (ACN26160065154) (‘Provident Mining Pty Ltd’ or the ‘Company’).
Any information contained in this Information Memorandum, or subsequently provided to the Recipient whether orally or in writing by or on behalf of the Company or its respective employees, agents or consultants is provided to the Recipient on the terms and conditions set out in this Information Memorandum.
The information contained in this Information Memorandum is confidential and proprietary to the Company and has been prepared to assist the Recipient in an evaluation of an investment in the Company and is being provided to selected professional investors and those who are entitled to be offered and issued Shares pursuant to Section 708 of the Corporations Act 2001 (Cth) (Corporations Act) without the need for a disclosure document. The Offer may only be accepted by the person or organisation to whom it is made.
This Information Memorandum is confidential and is not to be copied or disseminated in any form to any other person without the prior written consent of the Company.
This Information Memorandum relates to the offer of up to 2 million fully paid ordinary shares (Shares) in the capital of the Company to persons outside Australia or who are entitled to be offered and issued Shares pursuant to section 708 of the Corporations Act without the need for a prospectus (Offer).
By retaining this Information Memorandum, a recipient acknowledges and represents to the Company that it has read, understood and accepted the terms of this Information Memorandum. If the recipient does not accept these terms, it must immediately return this Information Memorandum to the Company.
This Information Memorandum has been prepared solely for information purposes and to assist potential investors in deciding whether to investigate further a possible acquisition of Shares in the Company and may only be used for that purpose. This Information Memorandum is dated February 17th January 2018 and has been issued and prepared by the Company based on the information available to it at the time of its preparation.
This Information Memorandum is not intended to provide the sole or principal basis of any investment or credit decision or any other risk evaluation. Any investor should determine its interest in acquiring Shares in the Company on the basis of independent investigations that it considers necessary or desirable.
Although the Company has used due care and diligence in the preparation of this Information Memorandum, no representation or warranty is made by the Company or any of its advisers as to the accuracy or completeness of the information in this Information Memorandum. No information contained in this Information Memorandum or any other written or oral communication transmitted or made available to the Recipient shall be relied upon as a promise or representation and no representation or warranty is made as to the accuracy or attainability of any estimates, forecasts or projections set out in this Information Memorandum. No liability will attach to the Company or its advisers with respect to any such information, estimates, forecasts or projections.
This Information Memorandum has not and will not be lodged with the Australian Securities and Investments Commission (ASIC). This Information Memorandum is intended to provide Recipients with information only and does not constitute a prospectus, short form prospectus or other disclosure document as defined or referred to in the Corporations Act. The Company has not offered the Shares under a disclosure document in accordance with Part 6D.2 of the Corporations Act.
Investors should read this Information Memorandum in its entirety. If after reading this Information Memorandum you have any questions, you should contact the person who provided you with this Information Memorandum. The Company reserves the right to decide whether or not to make offers and to issue Shares to any persons in its absolute discretion.
Exclusion of Liability
The Company does not accept any liability for any loss or damage suffered or incurred by the Recipient of this Information Memorandum or any other person or entity however caused (including negligence) relating in any way to this Information Memorandum including, without limitation, the information contained in it, any errors or omissions however caused, or its accuracy or reliability.
Disclaimer
This Information Memorandum is presented for informational purposes only. The information in this Information Memorandum may not be complete and may be changed, modified or amended at any time by the Company, and is not intended to, and does not, constitute representations and warranties of the Company. Neither the Company, nor any other advisor of the Company intends to update this Information
Memorandum or accepts any obligation to provide the Recipient with access to information or to correct any additional information or to correct any inaccuracies that may become apparent in the Information Memorandum or in any other information that may be made available concerning the Company. The Company does not have any significant operating history on which to base an evaluation of its business and prospects. Therefore, the information contained herein is inherently speculative.
No Recommendation
This Information Memorandum does not represent a recommendation to purchase the Shares issued by the Company. Any decision to invest in the Company must be based on the proposed investor’s own circumstances, investigations, analysis and assessment of the Company’s operations and prospects. Investors must make their own independent assessment of the merits of acquiring Shares and consult their own professional advisors and make such further investigations they think necessary. Prospective investors are cautioned that any investment in the Company may involve a degree of risk. Nothing in this Information Memorandum should be construed as financial product advice, whether personal or general, for the purposes of Section 766B of the Corporations Act. This Information Memorandum does not involve or imply a recommendation or a statement of opinion in respect of whether to buy, sell or hold a financial product.
Taxation
The acquisition of Shares will have tax consequences, which will differ depending on the individual financial affairs of each investor. All potential investors in the Company are urged to obtain independent financial advice about the consequences of acquiring Shares from a taxation viewpoint and generally. To the maximum extent permitted by law, the Company, its officers and each of their respective advisors accept no liability and responsibility with respect to the taxation consequences of applying for Shares.
Jurisdiction outside Australia
No action has been taken to register or qualify the issue of Shares the subject of this Information Memorandum outside Australia. It is the responsibility of applicants outside Australia to obtain all necessary approvals for the issue of Shares, pursuant to this Information Memorandum.
Gold was discovered at Peterwangy in 1868. Old reports record this find as the State’s first gold rush, George Brelsford, a former ‘ticket of leave’ man discovers gold at Peterwangy Hill near Mingenew. The gold occurs in laterite which is partly pisolitic in composition.
The origin of this type of gold occurrence was poorly understood until much later important lateritic gold discoveries were made at Mt. Gibson (+ 300kOz) and also Boddington (+1 Million Oz). The Boddington gold mine south of Perth, which is also hosted by a relatively small fault-bounded Northwest trending greenstone belt, that produces about 800koz ounces of gold annually. Boddington is the largest gold operation in Australia.
Provident Mining Pty Ltd are planning on exploring the Peterwangy Hill region for gold mineralization.
For the issue of up to 2 million Shares at an issue price of $0.05 per Share to raise up to $100,000.00 It is proposed this issue will close at 5.00pm AWST on May 31st 2018. The Directors reserve the right to close the issue earlier or extend this date without notice.
PETERWANGY GOLD PROJECT
Gold associated with laterite was discovered in the Peterwangy area as early as 1868 making this one of the earliest recorded gold finds in Western Australia.
Location
The Peterwangy Project lies about 340km north of Perth and 100 km to the east of the port city of Geralton. The small rural settlement of Tardun lies a few kilometres to the northeast of E70/5114 (under application). For location see also Figure 1, Figure 2 and Figure 3 . Access from the west is from the Mingenew-Mullewa road and from the east via the Mullewa-Wubin road. Access into the licence is via a number unsealed farm tracks.
The project lies on 1:250,000 Map Sheet Yalgoo (SH-50-2) and on 1:100,000 Map Sheet Mullewa (2040).). The tenement lies within two Shires: the Mullewa Shire and the Morawa Shire.
Figure 1 Location of Peterwangy
Figure 2 Regional Peterwangy Location
Figure 3 Peterwangy Aerial Photo
Previous Exploration
Some small-scale mining operations have been undertaken within the licence. Several now collapsed gold workings can still be found within a few hundreds of metres NW of Peterwangy Hill. No recorded production figures could be located.
A search in the WAMEX (Western Australia Mineral Exploration Index) Open File System found that the area has relatively very little modern exploration conducted. No on ground (soil and rock chip sampling, drilling etc) geological exploration has been conducted. The ground was previously held by:
- Peterwangy Gold Pty Ltd (1988)
- Pancontinental Mining Corporation Pty Ltd (2003 – 2011)
In reviewing the previous reports comments were made on the gold occurrences at Peterwangy. No sampling or mapping was undertaken but some recommendations for future work were made including the flying of a detailed aeromagnetic survey and detailed geochemical sampling followed up by drill testing of targets. It was concluded by previous explorers that the Peterwangy gold occurrence has many similarities with the Mt. Gibson and Boddington deposits and that it’s potential has never been tested.
No further records of follow-up exploration work could be located by Provident Mining.
The Company plans to focus on areas and assets that can be brought into production relatively quickly. It will also focus on areas and resources that can be leached or toll treated rather than on exploring areas that will require large amounts of capital to get into production. Funds will therefore be utilised to purchase assets that may assist the company to achieve its objective of becoming a gold producer over the short to medium term. These assets may include resources, production assets, mining equipment or gold processing equipment.
GEOLOGY AND MINERALISATION
Geology
The property lies within the Yilgarn Craton, a stable craton of Archaean rocks that occupies much of the southern half of Western Australia. The principal rocks of the
Yilgarn Craton are mixed granitoid and gneisses and a large number of elongated belts of greenstone lithogies (volcanic and sedimentary rocks). These rocks are generally poorly exposed and range in age between 3.01 to 2.62 Ga (Ga = 1 billion years).
The Yilgarn Craton has been subdivided into a number of superterranes and terranes. The Peterwangy Gold Project lies within the so called South West Terrane which is characterized by the presence of the number of relatively small greenstone belts within large volumes of granitoid rock types.
About 5km to the west of E70/5114 (under application), a major linear feature, the Darling Fault, separates the Yilgarn Craton from the much younger sedimentary rocks of the coastal plain or Perth Basin. This basin forms part of an ancient rift valley which can be traced for several thousands of kilometres. West of Peterwangy several coal deposits have been located close to the Darling Fault.
The Darling Fault is one of the major fractures in the Earth’s crust an extends for almost 1000km from Shark Bay in the Northwest to the south coast east of Point
D’Entrecasteaux. Along this ancient structural feature an estimated downthrow to the west of up to 3000m has taken place over a long period of time. The steep rise in topography from the eastern edge of the coastal plain up to the hills is called the Darling Scarp and is the surface expression of the Darling Fault.
The South West Terrane is also characterized by a large number of NW-trending linear features several of which can be traced for many hundreds of kilometres from the southern edge of the Craton to the N to NNW trending Darling Fault.
One of the largest of these NW faults, the Koolanooka Fault, traverses the project area from the Southeast to the Northwest over several kilometers. The downthrow along this fault is on the east side, as seen in Figure 4.
Figure 4 Peterwangy gold project on the Koolanooka Fault
On the west side a 3km long body of amphibolite and associated schists subcrops in the Peterwangy area. This mini greenstone belt appears to strike in a NW direction.
Within the licence E70/5114 (under application) the greenstones occupy an estimated area of five square km. Outcrop in the area is poor as the greenstones and granitoids have been affected by extensive weathering, lateritisation and also cultural activities (wheat farming).
Approximately 20 square km of laterite occurs within the project area. The greenstones mainly comprise fine to coarse grained amphibolites but much of the area is strongly lateritised. Further geological maps are shown on Figure 5, Figure 6, Figure 7, Figure 8 and Figure 9.
Figure 5 1:500,000 Geology Map
Figure 6 1:250,000 Geology Mosaic Map
Figure 7 Magnetic Anomaly 1VD Map
Figure 8 Magentic Anomaly Map
Figure 9 Radiometrics KTU Map
Mineralisation
Gold was discovered at Peterwangy in 1868. Old reports record this find as the State’s first gold rush, George Brelsford, a former ‘ticket of leave’ man discovers gold at Peterwangy Hill near Mingenew. The gold occurs in laterite which is partly pisolitic in composition.
The origin of this type of gold occurrence was poorly understood until much later important lateritic gold discoveries were made at Mt. Gibson (+ 300kOz) and also Boddington (+1 Million Oz). The Boddington gold mine south of Perth, which is also hosted by a relatively small fault-bounded Northwest trending greenstone belt, that produces about 800koz ounces of gold annually. Boddington is the largest gold operation in Australia.
Previous reconnaissance sampling has indicated that gold occurs within both the laterite and greenstone at Peterwangy. Testing to date has been restricted to rubble surrounding the old collapsed workings. This has confirmed that the gold is either primary or lateritic, and not alluvial in origin. All the shafts at Peterwangy have collapsed or have been ploughed in, thereby preventing sampling of the old workings.
KEY HIGHLIGHTS
Opportunity: The funds raised under the Offer will be used as follows:
- Identified exploration targets
- Strong land position in a world class gold production region
- Experienced management team
- No existing debt
- Plan to list on Australian Stock Exchange within 12 months
Existing Infrastructure: Provident Mining Pty Ltd proposes to issue 20,000,000 ordinary shares @ AUD 0.20 to raise AUD$4,000,000.00.
The company is seeking to raise AUD$4 million in fresh equity. The equity will be used for gold exploration, the procurement of production and processing assets in Australia, reserve extension drilling, working capital and expenditure in relation to having the company listed on the Australian Stock Exchange (ASX).
Prospective Areas: The Company will use the capital to explore its tenements, find gold resources and define JORC resources on its existing properties. The funds will be used to drill test existing targets, purchase mining equipment, and pay the start-up costs for the commencement of gold mining activities plus working capital.
ASX Listing: A portion of the funds will also be used to meet expenses in relation to listing on the Australian Stock Exchange (‘ASX’), likely in conjunction with the public announcement of a JORC gold resource, the identification of an economic gold system within the Company’s tenements or the acquisition of an existing JORC gold resource. Should the Company achieve listing, it should be noted by potential shareholders that the ASX may require that a portion of existing shareholding to be escrowed (meaning it will not be able to be sold for a period of up to a maximum of two years after the listing on the Exchange).
In summary, Provident Mining Pty Ltd has no existing debt, holds a strong land position in a quality gold production region, has experienced management and a strategy that should assist it becoming a gold producer within a reasonable timeframe.
THE COMPANY
HISTORY
The Company was formed in 2016 with the express purpose of holding the tenements. The Company has identified exploration targets and is now in the process of raising capital to undertake a systematic exploration program to target both shallow and deep gold mineralization. The company has no debt or outstanding liabilities other than ongoing financial commitments required to maintain the tenements in good standing.
DIRECTORS
Chairman and Non-Executive Director – Tanvanth Sandhu
Tan has worked on other tenements and has package together over the last five years. He has spent a substantial sum of money and has undertaken activities that have identified structures for further exploration and development. Tan is a chartered accountant and has been active in numerous businesses worldwide.
Director – Chong L Choe
Chong has been working within oil, gas and mining industry in the arena for over 33 years both Australia and Malaysia. Commencing as an engineer, he joined OGM (Australia) in the capacity of engineer and Principle to Petrochem Network Malaysia. Co-founded Samson Contracting (a joint venture mining contracting company with Brian Samson – Elder of the Martu people). The company was incorporated to create training and employment for indigenous Australian within the mining industry. Chong is the current director of C & C Engineering and Infinity Corporation Australia.
Technical Director – Clint Moxham
Clint is a mining engineer, geologist and mineral economist with over 20 years’ experience in managerial, technical and operational roles. He has worked for a number of companies large and small. His career has seen him involved with multiple green field startup operations over a range of commodities. He has experience with iron ore, gold, uranium and several specialty metals.
Clint was involved in the successful feasibility, permitting, construction and start-up of several operations, ranging in size from 1mtpa to 10mtpa shipping ore product from the mine site to Asian markets.
He has a Masters degree in Mineral Economics, an MBA, Grad Dip Mining, BS.c Mineral Exploration and Mining Geology and a Western Australian unrestricted Quarry Managers ticket.
EQUITY OFFER
The Company is making the offer set out in this private placement Information Memorandum to sophisticated and professional investors (and not retail investors) to subscribe for up to 1,000,000 new shares in Provident Mining Pty Ltd at an issue price of AUD 0.05 per share (Offer) to raise AUD 100,000 in equity.
SHAREHOLDING
Following a successful capital raising the implied shareholding will be as follows:
USE OF EQUITY PROCEEDS
Funds will be used to progress exploration, working capital and to undertake investigations that fit with the corporate objective of listing on the Australian stock Exchange within 12 months. Notwithstanding the foregoing, the Company reserves the right to reject specific applications; close the Offer early or begin issuing shares before the Offer closes or to extend the Offer period.
The Directors may allocate a lesser number of shares than the number subscribed for, or reject an application for oversubscription.
The Company is governed by a Constitution, which regulates the operation and obligations of the Company and its Board and sets out the rights and liabilities of shareholders. The shares will rank equally with existing shares in all respects.
The equity will be used to meet the cost of running the company, meet statutory expenditure requirements, to fund exploration including additional drilling (which is expected to establish a JORC Reserve), fund working capital, make additional acquisitions and meet any capitalized costs leading to the listing on the ASX. A conceptual ‘Use of Funds’ can be found in the table below:
RISKS
The Company has a limited operating history in undertaking activities. As an early stage business, the Company also has a limited financial history which may make it difficult for investors to assess its past performance. There can be no assurance that the Company will achieve profitability in the future.
EXPLORATION SUCCESS
The Tenement E70/5114 is presently under application and isn’t yet awarded to Provident Mining Pty Ltd. The area that the tenement covers is subject to limited exploration and presently do not have any JORC Code compliant mineral resource estimates. Mineral exploration and development are high-risk undertakings, and there is no assurance that exploration of the Tenements will result in the discovery of an economic resource deposit. Even if an apparently viable deposit is identified there is no guarantee that it can be economically exploited. The future exploration activities of the Company may be affected by a range of factors including geological conditions, limitations on activities due to permitting requirements, availability of appropriate exploration equipment, exploration costs, seasonal weather patterns, unanticipated operational and technical difficulties, industrial and environmental accidents and many other factors beyond the control of the Company.
RESOURCE ESTIMATES
There is not presently a JORC Code compliant resource in relation to the Tenement. In the event a resource is delineated on the Tenement, or any other tenements that may be acquired by the Company in the future, this would be an estimate only.
OPERATIONS
The operations of the Company may be affected by various factors, including failure to locate or identify mineral deposits, failure to achieve predicted grades in exploration and mining, operational and technical difficulties encountered in mining, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, unanticipated metallurgical problems which may affect extraction costs, adverse weather conditions, industrial and environmental accidents, industrial disputes and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment. No assurances can be given that the Company will achieve commercial viability through the successful exploration and/or mining of the Tenements, or any other tenements that may be acquired by the Company in the future. Until the Company is able to realise value from its projects, it is likely to incur ongoing operating losses.
ENVIRONMENTAL LICENSE RISK
The Tenements are subject to Western Australian and Federal Australian Government regulations regarding environmental matters. As with all exploration projects and mining operations, the Company’s activities are expected to have an impact on the environment, particularly if mine development proceeds. The Company intends to conduct its activities in an environmentally responsible manner and in accordance with applicable laws. The costs and complexity of complying with the applicable environmental laws and regulations may prevent the Company from being able to develop potentially economically viable mineral deposits.
COMMODITY PRICE VOLATILITY AND EXCHANGE RATE RISKS
Commodity price volatility impacts both upon the value of the Company’s projects and the potential revenue (if any) derived from those projects. Commodity prices fluctuate and are affected by many factors beyond the control of the Company. These factors include supply and demand fluctuations, forward selling activities and other macro-economic factors. Furthermore, international prices of various commodities are denominated in foreign currencies, whereas the income and expenditure of the Company are and will be taken into account in Australian currency, exposing the Company to the fluctuations and volatility of the rate of exchange between foreign currencies and the Australian dollar as determined in international markets.
TITLE
Interests in tenements in Australia are governed by the respective State legislation and are evidenced by the granting of licences or leases. Each licence or lease is for a specific term and carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance. Consequently, the Company could lose title to or its interest in the Tenements, or any other tenements that may be acquired by the Company in the future, if such conditions are not met or if insufficient funds are available to meet expenditure commitments. The tenement E70/5114 is not yet awarded, and is presently under application.
LIQUIDITY RISK
Whilst the directors of the Company plan to make an initial public offering of the Company’s shares and seek admission to the official list of ASX Limited, there is no guarantee that either any initial public offering would be successful or that the Company would be granted admission to the official list. If the Company remains unlisted, this will materially affect the ability to sell Shares in the Company.
ECONOMIC RISK
Changes in the general economic climate in which the Company operates may adversely affect the financial performance of the Company. Factors that may contribute to that general economic climate include the level of direct and indirect competition against the Company, industrial disruption in Australia, the rate of growth of Australia’s gross domestic product, interest rates and the rate of inflation. Investment speculative
INVESTMENT SPECULATIVE
The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the Shares offered under this Information Memorandum. Therefore, the Shares to be issued pursuant to the Offer carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Shares. Potential investors should consider that the investment in the Company is highly speculative and should consult their professional advisers before deciding whether to apply for Shares pursuant to this Information Memorandum.
TRANSACTION INFORMATION AND CONTACT DETAILS
Contact Details:
Chong Choe
chong@provident.com
Advisors and Consultants
