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  1. #1131
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    25/5/2015 — Gold
    Antipodes advances deal with Chatham Rock
    By Ross Louthean
    A formal loan agreement between troubled gold explorer Antipodes Gold Ltd (TSX-V & NZAX: ASG) and Chatham Rock Phosphate Ltd (NZAX: CRP) has progressed.
    Subject to approval of shareholders of both companies and regulatory authorities, the companies plan a corporate merry-go-round.
    Under this agreement, CRP will make an interest-free, unsecured loan to Antipodes for it to meet its share of the transaction costs, and to cover interim general expenditure.
    Antipodes was now preparing to lodge relevant initial documents with the TSX Venture Exchange (TSX-V). The dual listed company plans to sell its New Zealand subsidiary, containing its business assets, to Aorere Resources Ltd (NZX: AOR) – a company associated with Chatham Rock Phosphate.
    Antipodes is a partner with Newmont Mining Corporation’s subsidiary Newmont Waihi Gold in the Waihi West and WKP gold prospecting joint ventures in the Waihi district.
    While Newmont Waihi Gold has a pre-emptive rights relating to these joint ventures there is a new chapter to this exercise as OceanaGold Corporation (TSX, ASX & NZX: OGC) is advancing the purchase of the Newmont Waihi Gold mining assets at Waihi.
    So, it becomes a question as to whether the pre-emptive right also moves to OceanaGold. Certainly, Newmont Waihi Gold was patient with cash-tight Antipodes in meeting its financial commitments for drilling on the two joint ventures.
    “Unable to raise capital for development of these assets, AXG’s financial position has demanded a restructure to realise the current value of its business assets and remaining company structure,” CRP said late last week.
    Should the Waihi joint venture assets be transferred to Aorere, then Antipodes, now a listed shell, would propose undertaking a reverse takeover of CRP by offering new shares to CRP shareholders, winch includes Aorere.
    This, CRP said, would leave Antipodes current shareholders with a residual stake in the post-transaction company.
    Under the blueprint the Antipodes company may be rebranded Antipodes Phosphate Ltd as it would hold the Chatham Rise seabed phosphate project - recently having its mining consent rejected by the Environmental Protection Authority - and also seabed phosphate deposits off the Namibian coast.

    There has been a bit of work on the Antipodes website too: the annual report has been posted to the financial page.

    The fact a loan has been made at all, implies there is real value in the TSX listing, perhaps not as a junior gold explorer at the moment, but undersea resources could become increasingly interesting to Canadian investors.

    Now the big question is, what value is likely to be involved in the WKP and Waihi West permits, and what are OGC intending to do on this front?

  2. #1132
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    The Antipodes Gold website now has the first quarter report to March 31st. I had a quick look, nothing major seems to have changed except Newmont has now technically earned into 60% of Waihi West, as provided under the current agreement. Meanwhile OGC is going for it with the takeover of Newmont's assets at Waihi, holding the economic benefit from 1st July 2015, and looking to formally complete sometime in the third quarter, which is fast approaching.

    http://www.antipodesgold.co.nz/uploa...15_-_final.pdf
    Last edited by elZorro; 07-06-2015 at 09:30 AM.

  3. #1133
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    From NZResources: Aorere is still hoping that Newmont won't exercise their pre-emptive rights over WKP or Waihi West permits, but OGC has been implying already that they are part of the deal at Waihi.
    24/6/2015 — Gold
    Aorere awaits Newmont on pre-emptive rights issue

    Shareholders in Aorere Resources Ltd (NZX: AOR) have been told that directors are awaiting to see if Newmont Corporation will use its pre-emptive right on two joint ventures it holds in the Waihi region of the North Island.
    Aorere has just released its 2015 annual report in which managing director Chris Castle said that it had made an offer to acquire the two Waihi project interests Antipodes Gold Ltd (TVX-V & NZAX: AXG) holds with Newmont.
    Castle said in the report that Newmont was yet to advise whether or not these rights would be exercised.
    A corporate roundabout being planned by Aoerere and associated company Chatham Rock Phosphate Ltd (NZAX: CRP) is for Aorere to buy Antipodes interest in the Waihi West and WKP joint ventures it holds with Newmont and for Antipodes to be involved in a reverse takeover of Chatham Rock and to be renamed Antipodes Phosphate.
    CRP currently holds the Chatham Rise seabed phosphate project which had its resource consents rejected recently by the NZ Environmental Protection Authority (EPA) and also seabed phosphate permits in Namibia.
    Chris Castle said that if Newmont does not exercise a pre-emptive right on Antipodes two Waihi district permits then Aorere “will hold interests in two very interesting, strategically located exploration tenements within shouting distance of the existing mining operation.
    “While there will be associated work programme commitments we believe that these should be able to be financed by further equity raises,” he added.
    One other interesting piece in this chess game is the fact that OceanaGold Corporation (TSX, ASX & NZX: OGC) has now confirmed it will be taking over Newmont’s Waihi operations and that will include the two exploration joint ventures.
    In his report in the annual report, Aorere chairman Dene Biddlecombe said that originally it was hoped this would be a year of investment opportunities for the company.
    The company is a major shareholder in Chatham Rock Phosphate but that company’s share price was eroded first by an EPA staff negative report and then by the EPA later rejecting the Chatham Rise resource consents.
    He said the impact these had on CRP’s share price significantly reduced the net tangible assets position of Aorere at March 31.
    Biddlecombe said the company was also disappointed with the company’s other major investments in Mosman Oil and Gas Ltd (AIM: MSMN).
    “Some upside in this investment remains but the current conditions for a petroleum exploration company anywhere in the world are very difficult,” he said.
    Aorere’s other investments have mostly remained stable in the past 12 months with Asian Mineral Resources (TSX: AMR) becoming profitable with development of its Ban Phuc nickel project in Vietnam.
    Biddlecombe said that should the Antipodes deals go through then the CRP vehicle would have dual listing in Toronto.


  4. #1134
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    I missed the press release, but Newmont, on behalf of OGC, has put in an offer to AXG's board for the exploration assets, that cannot be refused.

    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)
    This is much more like it: the Glass Earth - Antipodes Gold company that promised so much and worked hard trying to make it, will have its remaining permit assets bought out by a larger player, effectively for about NZ$2mill, after C$32mill or more has been spent by investors on mainly exploration and some admin costs since 2006.

    Importantly, all of the old debts are covered, a clean slate for suppliers, so in the circumstances not a bad result. The WKP and Waihi West areas are also more likely to get the necessary proving work done on them (by OGC), so if there's enough resources there to make it worthwhile, maybe some jobs and wealth will be created in the area.

    And, CRP might still get their reverse takeover listing on the TSX.

    http://web.tmxmoney.com/article.php?...&qm_symbol=AXG
    Last edited by elZorro; 25-07-2015 at 10:08 AM.

  5. #1135
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    Looks like the AXG TSX listing is valued at $300,000. Bargain.

    https://www.nzx.com/companies/CRP/announcements/267322

    https://www.nzx.com/companies/AXG/announcements/267321

    NZResources:

    24/7/2015 — Other Minerals and Metals
    New agreement for Antipodes reverse takeover of CRP

    A revised agreement has now been reached between Antipodes Gold Ltd (TSX-V & NZAX: AXG) and Chatham Rock Phosphate Ltd (NZAX: CRP) to look at a corporate marriage.
    The original plan was halted when Newmont Waihi Gold Ltd exercised a pre-emptive right for Antipodes Gold’s minority interest in two gold exploration targets in the Waihi district.
    That action saw Antipodes gain a payment of $NZ1 million, and financial cover for outstanding payments for drilling on the two properties and funds to also eliminate other outstanding debts.
    The original blueprint was for Antipodes to sell its equity in the two properties to Aorere Resources Ltd (NZX: AOR) and then become the vehicle for a reverse takeover of Aorere associated company Chatham Rock (CRP).
    Yesterday both Antipodes and CRP said the two companies had reached agreement on Antipodes taking up all the issued shares in CRP, subject to approval of shareholders in both companies and the Venture Exchange of the Toronto Stock Exchange.
    The existing CRP would see this passage to the TSX-V as being valuable for market exposure and for future capital raisings to get a new submission before the NZ Environmental Protection Authority for the recently rejected mining consents for the company’s Chatham Rise marine phosphate project. CRP also has marine phosphate tenements in Namibia.
    The new blueprint also sees Antipodes, as the reverse takeover vehicle, being renamed Antipodes Rock Phosphate Ltd.
    Antipodes’ chief executive Thomas Rabone said that the transaction with CRP or the Waihi Gold Agreement will be completed as proposed or at all. There was due diligence by both companies and full board decisions to be taken into account.
    At this stage Antipodes Gold could be valued at about $NZ600,000 and CRP at $2.4 million. Assuming completion of the takeover, this would result in CRP shareholders holding about 80% of Antipodes Gold.


    Further transaction update. (56.8 kilobytes)
    Last edited by elZorro; 24-07-2015 at 06:45 AM.

  6. #1136
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    No news has been reported on the ASX or the NZX about AXG to my knowledge recently, but SEDAR has the mandatory 6 monthly report for a listed company, and the MD&A etc. These are unaudited, dated 25th August 2015.

    http://www.sedar.com/DisplayCompanyD...uerNo=00009207

    Nothing much has happened since OGC formalised the idea of gazumping AOR for any gold there might be in GEL's permits near Waihi. AXG will be sending out a circular to shareholders sometime soon, for a meeting to discuss the proposal in October. Almost tempted to buy a few shares, to go to the meeting, although it might be in Canada.

    AXG shareholders will be pleased to note that despite the slow progress in unwinding a bankrupt listed company to extricate what little value is left, some semblance of an office is surely running at full bore. Simon Henderson has accrued another $77,000 odd in salary due to him for the six months, while living in the Wellington region, with the shared services office (one room) being in Auckland. The inspired accountant Peter Liddle is also accruing a salary, as is CEO Thomas Rabone. No doubt these gentlemen will be paid for their vocal and obvious services in the washup, with OGC money. All three were heavily involved in the debacle played out in the Otago dustbowl of Drybread, where GEL lost its last few million dollars very quickly, because of some bad decisions and poor management.

    In hindsight GEL should never have gone there, and the major person helping the share price along, overseas greenfield mining consultant and tipster Brent Cook, should have been asked for his opinion first. Without his big collection of Canadian investors alongside GEL, there wasn't any backup plan for more investors.

    No more free cash to play with, no workable exploration JVs, game over.

    ANTIPODES GOLD LIMITED
    (A Development Stage Company)
    Notes to Financial Statements
    (Tabular amounts in thousands of Canadian dollars)
    For the six months ended June 30, 2015
    Page 22 of 28
    a) Salaries of $77,182 have been accrued for Simon Henderson (Director) for the
    six months ended June 30, 2015 (six months ended June 30, 2014: accrued
    $18,774).
    b) Salaries of $36,262 have been accrued for Peter Liddle (CFO) for the six
    months ended June 30, 2015 (six months ended June 30, 2014: accrued
    $16,427).
    c) Salaries of $45,205 have been accrued for Thomas Rabone (CEO) for the six
    months ended June 30, 2015 (six months ended June 30, 2014: Nil).
    d) No further loans have been received from directors and management for the
    six months ended June 30, 2015 (six months ended June 30, 2014:
    - Adrian
    Fleming $10,000, Justin Cochrane $10,000, Simon Henderson $10,000, Peter
    Liddle $10,000).
    These loans are interest free and repayable by September 30, 2015 or, at the
    election of the director, convertible into shares in the Company.
    Last edited by elZorro; 05-09-2015 at 09:06 AM.

  7. #1137
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    Why has there been a change in my opinion of the executive of this company in the last post? Because I had been led to believe that they were prepared to clean this mess up for a token salary amount, considering that they had been well paid by shareholders earlier on, two of them since 2007. The shareholders got kept out of the information loop far too often, so any major issues weren't of the shareholders making.

    Let's have a look at the EOY 2014 report: the bit about related transactions. Here are the salaries they were prepared to accept last year, and the settlement date for the loans. Very low salaries, but understandable in terms of the massive losses that the company had suffered under their watch. About then, I figured they were running the company much more like an ordinary business. If things go bad, everyone feels the pain.

    By August 25th 2015, the executive and the board must have decided to roll out the repayment terms of the small loans, but also to boost the salaries of the three company employees back to fairly close to their historical level. Then, shareholders have to ask, with little or no exploration going on (no point anyway) just a few crusty old bills - that can't be paid yet- to look at, and perhaps a few meetings to chew the fat, what are they going to be paid for? How does anyone justify over $150,000 of salaries being accrued in six months when the company is effectively not trading?

    These golden handshake salary payments to three staff will be made at the cost of the remaining shareholders, people who have seen almost all of their investment squandered in short order. Even in the last big capital raising, there was one NZ party who could have lost over a million dollars. I put it to the executive members, this is not funny money.
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  8. #1138
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    Further to the post above, I had a bit of a look at the Q1 report, and in this one the salaries for the three executives were well screwed down, and that report was put out around the end of June 2015. See below. At this point the possibility of the company being able to easily settle its old debts wasn't looking good at all.

    By July 20th, however, Newmont/OGC had ridden to the rescue, and the far better real offer was announced. By 25th August there had been a rather miraculous improvement in the pay scales of the three executives for the previous six months, which appeared in part to be backdated. Well, I noticed it, I wonder if any existing shareholders did? They should make some noise at the next meeting.
    Last edited by elZorro; 07-09-2015 at 10:01 PM.

  9. #1139
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    The date and place of the next meeting will be advised on SEDAR no doubt.

    There is an Annual General and Special Meeting on Oct 1st, in Vancouver.
    http://www.sedar.com/DisplayProfile....uerNo=00009207

    Meanwhile, the ODT has some background on the permitting regime as it applies to Otago and NZ, noting that GEL/AXG has exited Otago. They have left behind plenty of data at NZPAM, hopefully some new operations will make use of it.

    http://www.odt.co.nz/news/business/3...re-prospecting
    Last edited by elZorro; 14-09-2015 at 06:34 PM.

  10. #1140
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    SEDAR says the special meeting is now a month later, on Nov 03 at the same venue. Unsure what time the meeting is, that's not spelt out.
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