Source - RNS
RNS Number : 9452K
Crusader Resources
16 April 2018
 

16 April 2018

 

CRUSADER RESOURCES PLC

 

("Crusader" or "Company" or the "Group")

 

FIRST DAY OF DEALINGS ON AIM

 

Crusader Resources plc (ASX: CAS, AIM: CAS), the ASX listed independent gold explorer and developer, is pleased to announce the admission of its issued share capital to trading on the AIM on the London Stock Exchange. This follows the completion of a placing of 118,147,449 new Ordinary Shares at 2.99 pence (5.5 Australian cents) per Ordinary Share and 59,605,381 warrants at the Placing Price, giving the Company a market capitalisation of approximately US$19.5 million (approximately £13.8 million) on Admission. The Company's Ordinary Shares will continue to be traded on the ASX with Shareholders able to transfer their Ordinary Shares between exchanges if required.

 

The funds raised will be used for the completion of the BFS at Crusader's Borborema Project in Brazil, the repayment of debt and the advancement of the high grade and substantially underexplored Juruena Gold Project. 

 

Highlights:

·      Excellent exposure for investors to three gold assets in Brazil, from early stage exploration through to pre-development;

 

·      The Company's most advanced project, Borborema, is operationally de-risked, has a JORC reserve of 1.61 million ounces of gold at 1.18 g/t with plans to complete a BFS by the end of 2018;

 

·      The BFS on Borborema is for an open pit mining operation designed to produce 70,000 ounces gold per annum. Various optimisation opportunities have been identified;

 

·      Growth opportunities exist through further exploration at the Company's high grade Juruena and Novo Astro gold projects situated in the highly prospective Alta Floresta belt in the pro-mining state of Mato Grosso; and

 

·      Strong Board and management team with large cap experience and proven ability to deliver value to Shareholders with a successful development and production track record.

 

Smith & Williamson Corporate Finance Limited is acting as the Company's nominated adviser. The Placing was joint lead managed by advisory group Hannam & Partners (UK), and Patersons Securities Limited (Australia) with ANZ Corporate Advisory acting as joint financial adviser.

 

 

Marcus Engelbrecht, Managing Director of Crusader Resources, said:

 

"I am delighted to announce our admission to the AIM market of the London Stock Exchange on the back of a successful Placing and would like to thank our existing and new shareholders for their support.

 

This admission to AIM is an important platform for Crusader, and with our two recent fundraises allows us to progress development of our exploration assets in Brazil. With our focus on returning longer-term value for shareholders we now have the ability to take our Borborema Gold Project towards a decision to mine, with two very exciting exploration projects in Juruena and Novo Astro.

 

I look forward to pursuing the opportunities available to us as a Group and will update the market in due course."

 

 

For further information, please contact:

 

 

Mr. Paul Stephen

Executive Director

Office (Aus): +61 8 9320 7500

 

Investor Relations

Office (Aus): +61 8 9320 7500

Email: [email protected] 

 

Smith & Williamson Corporate Finance Limited (Azhic Basirov / Katy Birkin / Ben Jeynes)

Nominated Adviser

Office: +44 (0)20 7131 4000

 

Hannam & Partners (Neil Passmore / Andrew Chubb)

Joint Financial Adviser, Joint Lead Manager and Joint Broker

Office: +44 (0)20 7907 8500

 

ANZ Corporate Advisory (Martin Hanrahan / Stuart Howe)

Joint Financial Adviser

Office: +61 2 8937 7400

 

Camarco (Gordon Poole / Nick Hennis)

Financial PR

Office: +44(0)20 3757 4997 / +44(0)20 3781 8330

 

 

Defined terms used in this announcement have the same meaning as set out in the Company's Admission Document dated 12 April 2018.

 

 

INTRODUCTION

 

Crusader is an AIM quoted and ASX-listed public company incorporated in Australia, which is primarily focused on the exploration and development of gold assets in Brazil. Crusader was incorporated in 2003 and its Ordinary Shares were admitted to the official list of the ASX on 4 February 2004. The Company has offices in Perth and Brazil (in Belo Horizonte and Nova Bandeirantes).

 

The Group currently has a portfolio of three highly prospective gold assets in Brazil, from early stage exploration through to pre-development stage. These assets are wholly owned by the Group and comprise Borborema (pre-development stage), Juruena (advanced exploration stage) and Novo Astro (early stage exploration), each of which are located in Brazil.

 

In addition, Crusader has a 100 per cent interest in the Manga lithium project in Brazil and has recently completed negotiations with the Portuguese Government to be awarded the Gaia lepidolite (lithium) exploration licence in the Guarda area of north-east Portugal.

 

Crusader is primarily focused on progressing its gold projects in Brazil. Borborema has a 2.43Moz 2012 JORC compliant Mineral Resource estimate and an Ore Reserve of 1.61Moz gold at 1.18g/t, with a completed pre-feasibility study and approved environmental impact assessment. At Borborema, the Company intends to prioritise the bankable feasibility study and, in parallel, to prepare for and apply for an installation licence in order to progress the project to a decision to mine stage. The Company plans to complete a BFS by the end of 2018 which would include completing metallurgical testing, plant and mine optimisation and plant design.

 

Juruena is a high-grade (6.3g/t) deposit in the State of Mato Grosso, with a 2012 JORC Code compliant Mineral Resource estimate of 261koz of gold over three key prospects, namely Crentes (55koz), Querosene (118koz) and Dona Maria (88koz). Due to high prospectivity across several areas of identified mineralisation, subject to funding, the Company intends to initiate a focused 30,000m exploration drilling programme with the intention of defining a larger resource and, ideally an economic reserve.

 

Novo Astro is located 25km south east of Juruena, where a 5km wide circular soil anomaly has been identified with rock chip samples returning significant gold indicators (including 13 samples at over 10g/t). Subject to funding, Crusader intends to carry out a structural review of the project followed by a drilling programme.

 

Further details on the Group's assets are set out in the Company's admission document dated 12 April 2018 and in particular, the Competent Person's Report prepared by CSA Global in Part IV of the admission document.

 

 

BOARD AND SENIOR MANAGEMENT

 

 

Stephen Copulos (Non-Executive Chairman), aged 57

 

Stephen is Non-Executive Chairman of Crusader and is Crusader's major shareholder and major financial supporter. Mr Copulos has over thirty years' experience in a variety of businesses and investments across a wide range of industries, including mining, manufacturing, property development, food and hospitality. He has been the Managing Director of the Copulos Group of companies, a private investment group, since 1997 and has extensive experience as a company director of both listed and unlisted public companies in Australia, UK and the USA. It is intended that

Stephen Copulos will step down as Non-Executive Chairman and Non-Executive Director on 17 April 2018.

 

Andrew Vickerman (proposed Independent Non-Executive Chairman), aged 63

 

Andrew is currently a member of the Board of Trafigura Pte Ltd, an independent commodity trading and logistics house, and a director of DNi Technologies Pty Ltd., an Australian business that has developed technology for processing nickel laterite deposits. Mr Vickerman was a non-executive director at Petropavlovsk PLC, a London listed mining company with assets in Russia, between October 2015 and June 2017. Prior to the above appointments, Mr Vickerman spent almost 20 years with Rio Tinto, the last 10 years as a member of the Operations and Executive Committees with responsibility for global communications and external relations. In the mid-90s he spent four years as Finance Director of Lihir Gold and led the U$750 million financing of the Lihir Gold project. An economist by background he has previously worked for The World Bank and other international agencies.

 

Marcus David Engelbrecht (Managing Director), aged 58

 

Marcus has nearly 33 years' experience in the global mining industry including at Board level and as managing director of a London-listed company. Marcus had various roles at BHP, including Chief Financial Officer of the group's Diamond and Speciality Products division. In 2009 he joined OceanaGold, an ASX/NZX/TSX listed gold producer as Chief Financial Officer, also acting, in part, as CEO. Between 2011 and 2013, Marcus was Managing Director and CEO of Archipelago Resources plc, formerly an AIM-quoted, gold producer in Indonesia. Marcus was Chief Executive Officer of Stratex International plc between September 2016 and November 2017, joining the Company shortly after the proposed merger between Stratex International plc and Crusader (announced by the Company on 18 May 2017) was terminated. Marcus also currently serves as a non-executive Director of Xanadu Mines, an ASX-listed exploration company.

 

Paul Richard Stephen (Executive Director), aged 46

 

Paul holds a Bachelor of Commerce from the University of Western Australia. He has more than 20 years of experience in the financial services industry, starting as a portfolio manager at Perpetual Trustees in 1992 and working subsequently as a private client advisor with Porter Western and Macquarie Bank. Paul was a significant shareholder and senior client advisor at Montagu Stockbrokers prior to their merger with Patersons Securities Ltd. Paul has been a director of the Company since November 2009.

 

John Richard Evans, B.Comm (Hons), FCA, CPA, MAICD (Non-Executive Director), aged 47

 

Mr. Evans holds a Commerce (Hons) degree from the University of Queensland, is a Fellow of Chartered Accountants Australia & New Zealand, and is a member of both CPA Australia and the Australian Institute of Company Directors.

 

Mr. Evans is currently the Principal of a Business Broking and Advisory practice, and advises a broad range of businesses, in both the SME sector and larger corporate clients, on matters such as strategic planning, marketing, governance, and financial analysis. Prior to this, Mr. Evans held a series of executive positions in Finance and General Management in Australian public company groups over a 15-year period, in industries including telecommunications, banking and insurance, superannuation and funds management, media, hospitality and property development.

 

He has held several other non-executive directorships in Australian public companies, including Intermoco Limited, MediVac Limited and HealthLinx Limited. He is also a director of several private companies, one not-for-profit organisation, and provides board consulting services to three other company groups.

 

 

Senior Management

 

Mr Andrew Beigel - Chief Financial Officer and Company Secretary

 

Mr Beigel has over 15 years of corporate accounting and management experience across a range of industries and has held executive positions with other ASX listed companies in the resources sector. He has a Bachelor of Commerce degree and is a member of CPA Australia.

 

Mr Julio Nery - Country Manager

 

Mr Nery is a Brazilian Mining Engineer with 39 years of experience in mining, mine planning and environmental management. He has extensive senior management experience at Vale, particularly in roles involving iron ore and kaolin operations, mine planning and environment, and in addition liaison with the Brazilian authorities regarding permitting, environmental issues and community relations.

 

DEPOSITARY INTERESTS AND DEALINGS

 

In order to be traded on AIM, securities must be able to be transferred and settled through the CREST system, a UK computerised paperless share transfer and settlement system, which allows shares and other securities, including Depositary Interests, to be held in electronic rather than in paper form. The Australian equivalent of this system is called CHESS. For certain foreign securities, in this case the Ordinary Shares, to be transferred and settled through CREST, they must be in the form of Depositary Interests.

 

Should any Depositary Interest Holder wish to trade their Ordinary Shares on the ASX instead of AIM, DI Holders may at any time convert their Depositary Interests into Ordinary Shares listed on ASX by contacting the Branch Registrar, who will arrange for the relevant Depositary Interests to be cancelled and for Ordinary Shares to be issued to the Shareholder instead.

 

A similar process will apply in relation to the conversion of Ordinary Shares listed on the ASX into Depositary Interests quoted on AIM. Australian shareholders wishing to do so should contact the Company's registrars, Security Transfer Australia.

 

 

ADMISSION AND PLACING STATISTICS

 

Number of Existing Ordinary Shares in issue as at the date of this announcement

352,459,546

 



Placing Price per Ordinary Share

2.99 pence (5.5 cents)



Number of Firm Placing Shares

110,574,968



Enlarged Share Capital on Admission

463,034,514



Firm Placing Shares as a percentage of Enlarged Share Capital

23.9 per cent.



Number of Director Conversion Shares expected to be issued1

7,572,481



Number of Eyeon Shares expected to be issued1

31,543,526



Increased Share Capital following the AGM1

502,150,521



Director Conversion Shares and Eyeon Shares as a percentage of Increased Share Capital

7.8 per cent.



Number of Options in issue on Admission

31,522,808



Number of Warrants and Placee Warrants expected to be issued1

75,377,144



Number of Performance Rights expected to be issued1

17,622,977



Number of Ordinary Shares on a fully diluted basis assuming the

Director Conversion Shares and Eyeon Shares are issued and all such Options, Warrants, Placee Warrants and Performance Rights are issued and have vested and/or been exercised2

626,673,450



Gross proceeds of the Placing

£3.5 million (US$5.0 million)



Approximate net proceeds of the Placing receivable by the

Company

£2.4 million (US$3.4 million)



Market capitalisation of the Company at the Placing Price on

Admission

£13.8 million (US$19.5 million)



TIDM / AIM and ASX symbol for the Ordinary Shares

CAS



ISIN for the Ordinary Shares

AU000000CAS1



SEDOL for the Ordinary Shares

BYZPZ35



Legal Entity Identifier (''LEI'')

213800NCMUVXFYSKHH40

 

1 Subject to Shareholder approval, which is being sought at the AGM

2 On the assumption that no other Ordinary Shares have been issued

 

For further information, information provided under AIM Rule 26 and the Company's Admission Document please see the Company's website: www.crusaderresources.com.

 

 

IMPORTANT NOTICE

 

Smith & Williamson Corporate Finance Limited (''Smith & Williamson''), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority and is a member of the London Stock Exchange, is acting exclusively for the Company and no one else in connection with the proposed Admission and Placing. Smith & Williamson will not regard any other person as its customer or be responsible to any other person for providing the protections afforded to customers of Smith & Williamson nor for providing advice in relation to the transactions and arrangements detailed in this announcement for which the Company and the Directors are solely responsible. The responsibilities of Smith & Williamson as the Company's nominated adviser for the purposes of the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company, any Shareholder or any Director or to any other person in respect of his decision to acquire Ordinary Shares in reliance on any part of this announcement. Smith & Williamson has not authorised the contents of any part of this announcement and is not making any representation or warranty, express or implied, as to the contents of this announcement and accordingly, without limiting the statutory rights of any recipient of this document, no liability whatsoever is accepted by it for the accuracy of any information or opinions contained in this announcement or for the omission of any material information for which it is not responsible.

H&P Advisory Limited (''Hannam & Partners''), is an appointed representative of Hannam & Partners (Advisory) LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority.  Hannam & Partners is acting exclusively for the Company and no one else in connection with the proposed Admission and Placing. Hannam & Partners will not regard any other person as its customer or be responsible to any other person for providing the protections afforded to customers of Hannam & Partners nor for providing advice in relation to the transactions and arrangements detailed in this announcement for which the Company and the Directors are solely responsible. The responsibilities of Hannam & Partners as the Company's joint financial adviser, joint lead manager and joint broker are not owed to the Company, any Shareholder or any Director or to any other person in respect of his decision to acquire Ordinary Shares in reliance on any part of this announcement. Hannam & Partners is not making any representation or warranty, express or implied, as to the contents of this announcement and accordingly, without limiting the statutory rights of any recipient of this announcement, no liability is accepted by it for the accuracy of any information or opinions contained in this announcement or for the omission of any material information for which it is not responsible. 

 

This announcement is for information purposes only and does not constitute an admission document and does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any ordinary shares in the capital of the company, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with or act as any inducement to enter into, any contract or commitment whatsoever.

This announcement is not for publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Canada, the Republic or Ireland, the Republic of South Africa, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this announcement, or other information referred to herein, comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The securities referred to herein may not be offered or sold, directly or indirectly, in the United States unless registered under the US Securities Act of 1933, as amended (the "US Securities Act") or offered in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act. The offer and sale of securities referred to herein has not been and will not be registered under the US Securities Act or under the applicable securities laws of Canada, the Republic of Ireland, the Republic of South Africa or Japan. There will be no public offer of the Ordinary Shares in any jurisdiction. Subject to certain exceptions, the Ordinary Shares referred to herein may not be offered or sold in Canada, the Republic of South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Canada, the Republic of South Africa or Japan.

Investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. This announcement does not constitute a recommendation concerning the Placing. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Placing for the person concerned.

Forward Looking Statements

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These statements relate to, among other things, analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable. These statements also relate to the Company's future prospects, developments and business strategies. These forward-looking statements can be identified by their use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project", "will" or the negative of those variations, or comparable expressions, including references to assumptions. The forward-looking statements in this announcement, including statements concerning projections of the Company's future results and operations are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements.

These forward-looking statements speak only as of the date of this announcement. The Group expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Group's expectations with regard thereto, any new information or any change in events, conditions or circumstances on which any such statements are based, unless required to do so by law or any appropriate regulatory authority.

 


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