22/7/2015 — Gold
Antipodes on new tack with Newmont-pre-emptive right
By Ross Louthean
The series of events that were to lead to a new life for a struggling gold company and two associated companies was somewhat unravelled this week but there is still a path ahead.
The short version of the planned corporate merry-go-round was for the gold company to sell its interest in two gold prospects in the Waihi district to a mining investment company and then to become a reverse takeover vehicle for another company holding marine phosphate projects in New Zealand and Namibia.
It was a tight schedule, with one of the tightest factors being available capital in the three companies.
Antipodes Gold Ltd (TSX-V & NZAX: AXG) informed the market yesterday that Newmont Corporation, owner of Newmont Waihi Gold, had decided to take up its pre-emptive right for Antipodes’ equity in the Waihi West and WKP exploration permits near Waihi.
Linked to this decision by Newmont was Oceana Gold Holdings (Waihi) Ltd, the company set up by OceanaGold for its separate $US101 million takeover of Newmont’s mining and exploration permits in and around Waihi.
Antipodes minority equity in the two joint ventures was held by its subsidiary Glass Earth (NZ) Ltd (GENZL). Had the pre-emptive right not been taken up by Newmont, then Antipodes was to sell its equity in the two properties to Aorere Resources Ltd (NZX: AOR) for $1 million in shares and cash, and for it to then become a reverse takeover vehicle for Aorere’s associated company Chatham Rock Phosphate Ltd (NZAX: CRP).
A fundamental for Chatham Rock, which was hard hit by the rejection of its mining consents for seabed phosphate on Chatham Rise by NZ’s Environmental Protection Agency, was to be able to utilise Antipodes dual listing on the venture exchange of the Toronto Stock Exchange.
Antipodes said the proposal for the takeover of CRP was still being contemplated but terms were likely to be modified.
“A separate announcement in this regard will be made in the near future,” said Antipodes chief executive Thomas Rabone.
Newmont, with the knowledge and participation of OceanaGold, will pay Antipodes for the pre-emptive right:
- Waihi Gold will assume responsibility for all unpaid cash calls owed by GENZL from exploration carried out by Newmont for the joint venture.
- GENZL will transfer and Waihi Gold will assume responsibility for all GENZL’s royalty obligations associated with the permits.
- Waihi Gold will pay to GENZL $NZ1 million (plus NZ goods and services tax of 15%) together with up to $NZ525,000 to settle GENZL’s debt to other creditors.
Subject to all conditions being ratified, including approval from Energy & Resources Minister Simon Bridges, then the new Waihi Gold Agreement will be concluded on or before December 8.
Meanwhile, Aorere’s chief executive Chris Castle said that CRP, in which Aorere is a major shareholder, was in discussion with Antipodes on the proposal for a reverse takeover of Chatham Rock.
In another announcement Aorere chairman Dene Biddlecombe said a purpose of Antipodes reverse takeover proposal of CRP was for CRP under a new guise to assume Antipodes’ listing on the TSX-V.
“Pleasingly the intention to undertake this takeover remains and the CRP and Antipodes boards are now in discussions directly to progress this transaction further,” Biddlecombe said.
Antipodes Press Release. (55.2 kilobytes)