Aviva Corporation Limited 3Q 2013 results

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Aviva Corporation Limited 3Q 2013 results

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Aviva Corporation Limited 3Q 2013 results

  1. 1. Unit 1, 245 Churchill Avenue Subiaco WA 6008 Australia PO Box 2025, Subiaco WA 6904 Phone: +61 8 9363 7100 Fax: +61 8 9388 2355 Email: info@avivacorp.com.au ABN 31 009 235 956 www.avivacorp.com.au 30 April 2013 QUARTERLY REPORT – 31 MARCH 2013 MAIN EVENTS DURING THE QUARTER  Sale of Coolimba Project to WestGen Pty Ltd  Convertible Note Investment in Coppermoly  Conversion of Convertible Notes by Sentient  Announcement of proposed Board restructure and capital placement subject to approval of shareholder meeting SUMMARY OF ACTIVITIES During the March 2013 quarter Aviva sold its 100% held subsidiary Coolimba Power Pty Ltd (“Coolimba Power”) to WestGen Pty Ltd (“WestGen”). Under the terms of this agreement Aviva will receive a payment of A$1million if financial close is achieved to construct a coal or gas project under the Coolimba Project approvals. On 22 January 2013 Aviva announced that it had made an investment of A$125,000 in Coppermoly Limited (“Coppermoly”) through a convertible note. Under the convertible note agreement Aviva has also been issued with 1 million unlisted options in Coppermoly at an exercise price of 5 cents per option. Aviva’s major shareholder Sentient Executive GP IV Limited (“Sentient”) converted their convertible notes in January 2013, thereby increasing their shareholding to 14.57%. In March 2013 Aviva disclosed that it had received a proposal whereby Aviva would issue 15 million ordinary fully paid shares at $0.11 per share to Arredo Pty Ltd (“Arredo”), a company associated with Ian Middlemas, to raise A$1.65 million (before costs), as well as issue Arredo with 10 million share options, each with an exercise price of A$0.175 per share and expiring four years after issue date. Upon completion of the capital raising Ian Middlemas would join the Aviva Board as the new chairman 1
  2. 2. and Mark Pearce as non-executive director. scheduled to consider this proposal. A shareholder meeting will be Since the end of the quarter Aviva announced that it has entered into a conditional agreement with African Energy Resources Limited (“African Energy”) to sell the Mmamantswe Coal Project (“the Project”) for A$3.5million. The proposed transaction is subject to Conditions Precedent which includes the parties entering into a Share Sale Agreement, and approval by Aviva shareholders. PROJECTS AND INVESTMENTS Mmamantswe Coal Project, Botswana On 29 April 2013 Aviva announced that it has entered into a conditional agreement with African Energy to sell the Project. African Energy will acquire all of the shares in Aviva’s wholly-owned subsidiary Botswana Energy Solutions Limited (“BES”), for a payment of A$3.5million. Mmamantswe Coal (Proprietary) Ltd (“Mmamantswe Coal”), which holds Aviva’s rights to the Project, is a wholly-owned subsidiary of BES. The agreement is subject to the following Conditions Precedent:  Approval of the transaction by Aviva shareholders under the ASX Listing Rules at an extraordinary general meeting expected to be convened in June;  Completion of due diligence on the Project by African Energy by 3 May 2013;  Mmamantswe Coal becoming the registered holder of 100% of license PL 069 under which the Project is operated (the “License”) within three months of the date of the Agreement with African Energy. Mmamantswe Coal currently has the right to earn a 90% joint venture interest in the License under a Heads of Agreement with Mawana Minerals (“Mawana”), and is currently in negotiations with Mawana to acquire 100% of the License;  Completion of a fundraising by African Energy to finance the acquisition of BES; and  Execution of binding sale documentation. This sales transaction is aligned with Aviva’s strategy, which has been to position the Project to be part of a scale-up of resources in Botswana. Coolimba Project, Western Australia In February 2013, Aviva completed the sale of its 100% held subsidiary Coolimba Power following a binding sale and purchase agreement (“SPA”) with WestGen. Aviva developed the Coolimba Coal and Power Project in the Mid-West region of Western Australia, gaining approval to build 450MW base load and 360MW gas-fired power generation facility. Coolimba Power held the Coolimba Project approvals and coal intellectual property that were developed as part of the process to proceed with the Coolimba Project. 2
  3. 3. Under the terms of the SPA, Aviva will receive a payment of A$1million if financial close is achieved to construct a coal or gas project under the Coolimba Project approvals. Investment in Coppermoly In January 2013, Aviva made an A$125,000 investment in ASX-listed Coppermoly through a convertible note. In terms of the agreement Aviva has also been issued with 1 million unlisted options with an exercise price of 5 cents per option. Coppermoly has large tonnage copper-gold-molybdenum projects in West New Britain, Papua New Guinea. Coppermoly holds a 28% interest in three Exploration Licences Nakru, Simuku and Talelumas, which together make up the West New Britain Project. Barrick Exploration (PNG) Limited holds the remaining 72 % interest under a Letter Agreement with Coppermoly. CORPORATE Conversion of convertible note Aviva issued 7.8 million shares at 10 cents to Sentient on 24 January 2013, following Sentient’s notice to convert their convertible notes into shares in Aviva. This increased Aviva’s issued shares to 173.9 million issued shares, with Sentient’s shareholding increasing to 25.3 million shares or 14.57% of Aviva shares. Update on Board changes and Arredo proposal Aviva has received a proposal (“the Proposal”) under which it would issue 15 million ordinary fully paid shares at $0.11 per share to Arredo, a company associated with Mr Ian Middlemas, to raise A$1.65million (before costs), and issue Arredo with 10 million options for no additional consideration, each with an exercise price of A$0.175 per share and expiring four years after issue date. Upon completion of the capital raising, Ian Middlemas would join the Aviva Board as Chairman and Mr Mark Pearce would join as Non-Executive Director. The Aviva Board will convene a meeting of Aviva shareholders to consider the Proposal. On 8 March 2013 Aviva received a notice under section 203D of the Corporations Act 2001 from Sentient seeking resolutions to remove Dr Loftus-Hills and Messrs Reed and Kirtlan as directors of Aviva be included in the same notice of meeting to consider the Proposal. On 29 April 2013 Sentient withdrew its notice and its nominations for Directors. On 20 March 2013 Aviva received notice under section 249D of the Corporations Act 2001 from members holding in excess of 5% the votes that may be cast at a general meeting, requesting the Directors of Aviva hold a general meeting to consider a resolution to remove Mr Pieter Britz as a director of Aviva. These shareholders have confirmed that they will not call their own shareholder meeting under section 249E of the Corporations Act 2001. 3
  4. 4. Aviva advises that it is progressing the Proposal and should soon be able to update shareholders on the timing of a shareholders meeting to consider the Proposal, and the disposal of the Mmamantswe Project. Arising from these developments, a majority of the Board resolved that Mr Reed, who gave his resignation as Chief Executive Officer in the December quarter, continue in the role until the Aviva shareholder meeting is held. Aviva suspended the search for a new Chief Executive Officer pending the outcome of the shareholders’ meeting to vote on the Proposal. Substantial shareholders CGIG Ltd ceased to be a substantial shareholder of Aviva on 24 April 2013 following the sale of 218,963 shares which reduced their shareholding in Aviva to less than 5%. Cash position Aviva had A$19.4million cash as at 31 March 2013. ABOUT AVIVA Aviva Corporation Limited is a resource development company listed on the Australian Securities Exchange and the Botswana Stock Exchange, with its head office in Perth. The Company is well funded, and has a clear strategy to identify and develop early resource opportunities which are well located to demand and infrastructure. The Aviva management team has strong resource and capital market expertise, with proven expertise in the delivery, generation, exploration, approval and development of resource projects. For more information, please visit our website: www.avivacorp.com.au or contact us: Lindsay Reed Aviva Chief Executive Officer Tel: + 61 (0) 9363 7100 Robert Kirtlan Aviva Director Tel: + 61 (0) 9363 7100 Forward-Looking Statements This document may include forward-looking statements. Forward-looking statements include, but are not necessarily limited to, statements concerning Aviva Corporation Limited’s planned exploration program and other statements that are not historic facts. When used in this document, the words such as “could”, “plan”, “estimate” “expect”, “intend”, “may”, “potential”, “should” and similar expressions are forwardlooking statements. Although Aviva Corporation Limited believes that its expectations reflected in these are reasonable, such statements involve risks and uncertainties, and no assurance can be given that actual results will be consistent with these forward-looking statements. 4
  5. 5. Appendix 5B Mining exploration entity quarterly report Rule 5.3 Appendix 5B Mining exploration entity quarterly report Introduced 1/7/96. Origin: Appendix 8. Amended 1/7/97, 1/7/98, 30/9/2001, 01/06/10. Name of entity AVIVA CORPORATION LIMITED ABN Quarter ended (“current quarter”) 31 009 235 956 31 March 2013 Consolidated statement of cash flows Cash flows related to operating activities 1.1 Payments for (a) exploration & evaluation (b) development (c) production (d) administration Dividends received Interest and other items of a similar nature received Interest and other costs of finance paid Income taxes paid Other income -sub-lease rental & R&D rebate Year to date (9 months) $A’000 (24) (826) (444) (1,291) 231 250 61 135 (176) (1,732) (125) (8) (125) (14) 38 20,149 (95) 20,010 (271) 18,278 Receipts from product sales and related debtors 1.2 Current quarter $A’000 1.3 1.4 1.5 1.6 1.7 Net Operating Cash Flows 1.8 1.9 1.10 1.11 1.12 1.13 Cash flows related to investing activities Payment for purchases of: (a) prospects (b) equity investments (c) other fixed assets Proceeds from sale of: (a) prospects (b) equity investments (c) other fixed assets Loans to other entities Loans repaid by other entities Other – payments for a security deposit Net investing cash flows Total operating and investing cash flows (carried forward) + See chapter 19 for defined terms. Appendix 5B
  6. 6. Appendix 5B Mining exploration entity quarterly report 1.13 1.14 1.15 1.16 1.17 1.18 1.19 Total operating and investing cash flows (brought forward) (271) 18,278 0 0 (271) 18,278 19,631 (2) 19,358 1,086 (6) 19,358 Cash flows related to financing activities Proceeds from issues of shares, options, etc. Proceeds from sale of forfeited shares Proceeds from borrowings Repayment of borrowings Dividends paid Other (Share issue costs) Net financing cash flows Net increase in cash held 1.20 1.21 Cash at beginning of quarter/year to date * Exchange rate adjustments to item 1.20 1.22 Cash at end of quarter *Cash at beginning of the year varies 16K from Full year Statutory Accounts, as Cash held in Kenya needed to be classified as part of Assets held for sale in the Statutory Accounts, due to the sale of Aviva Mining Kenya to African Barrick Gold. Payments to directors of the entity and associates of the directors Payments to related entities of the entity and associates of the related entities Current quarter $A'000 1.23 Aggregate amount of payments to the parties included in item 1.2 90 1.24 Aggregate amount of loans to the parties included in item 1.10 1.25 Explanation necessary for an understanding of the transactions 1.23 Salaries, directors fees and consultants fees paid to directors and associates of directors - Non-cash financing and investing activities 2.1 Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows Nil 2.2 Details of outlays made by other entities to establish or increase their share in projects in which the reporting entity has an interest Nil Financing facilities available Add notes as necessary for an understanding of the position. + See chapter 19 for defined terms. Appendix 5B
  7. 7. Appendix 5B Mining exploration entity quarterly report Amount available $A’000 3.1 Loan facilities 3.2 Amount used $A’000 Credit standby arrangements Estimated cash outflows for next quarter $A’000 4.1 Exploration and evaluation 330 4.2 Development 4.3 Production 4.4 Administration 650 980 Total Reconciliation of cash Reconciliation of cash at the end of the quarter (as shown in the consolidated statement of cash flows) to the related items in the accounts is as follows. 19,000 - - 19,358 19,631 Bank overdraft 5.4 18,750 Deposits at call- Term deposits 5.3 631 Cash on hand and at bank 5.2 Previous quarter $A’000 608 5.1 Current quarter $A’000 Other (provide details) Total: cash at end of quarter (item 1.22) Changes in interests in mining tenements Tenement reference 6.1 Interests in mining tenements relinquished, reduced or lapsed*** 6.2 Nature of interest (note (2)) Interest at beginning of quarter Interest at end of quarter Interests in mining tenements acquired or increased M 70/492 (Eneabba WA) Transferred *** Aviva completed the sale of Coolimba Power Pty Ltd on the 8 included mining tenement M 70/492 100% th 0% of February 2013. The sale + See chapter 19 for defined terms. Appendix 5B
  8. 8. Appendix 5B Mining exploration entity quarterly report Issued and quoted securities at end of current quarter Description includes rate of interest and any redemption or conversion rights together with prices and dates. Total number 7.1 Preference +securities (description) Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buybacks, redemptions +Ordinary securities Number quoted 7.3 7.4 7.5 7.6 7.7 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buybacks +Convertible debt securities (description) Changes during quarter (a) Increases through issues (b) Decreases through securities matured, converted** Options (description and conversion factor) Nil Nil Nil 173,993,287 7,851,462 7,851,462 0 0 (7,500,000) Amount paid up per security (see note 3) (cents) Nil 173,993,287 7.2 Issue price per security (see note 3) (cents) 0 250,000 250,000 1,000,000 2,000,000 500,000 500,000 750,000 750,000 500,000 500,000 Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil 10 cents Exercise price $0.25 $0.35 $0.12 $0.12 $0.20 $0.30 $0.20 $0.30 $0.30 $0.20 Expiry date 1 July 2014 1 July 2014 18 March 2014 18 March 2014 31 December 2013 31 December 2013 31 December 2013 31 December 2013 30 June 2015 30 June 2015 + See chapter 19 for defined terms. Appendix 5B
  9. 9. Appendix 5B Mining exploration entity quarterly report 7.8 Issued during quarter Exercised during quarter Expired during quarter Debentures 7.10 7.11 7.12 Unsecured notes 0 0 0 0 0 0 0 7.9 0 0 0 ** Sentient Executive GP IV Ltd converted their convertible notes to shares during the quarter. Interest payable on the convertible note was also converted to shares. Compliance statement 1 This statement has been prepared under accounting policies which comply with accounting standards as defined in the Corporations Act or other standards acceptable to ASX (see note 4). 2 This statement does give a true and fair view of the matters disclosed. Sign here: Date: 30 April 2013 (Company secretary) Print name: Stef Weber Company Secretary Notes 1 The quarterly report provides a basis for informing the market how the entity’s activities have been financed for the past quarter and the effect on its cash position. An entity wanting to disclose additional information is encouraged to do so, in a note or notes attached to this report. 2 The “Nature of interest” (items 6.1 and 6.2) includes options in respect of interests in mining tenements acquired, exercised or lapsed during the reporting period. If the entity is involved in a joint venture agreement and there are conditions precedent which will change its percentage interest in a mining tenement, it should disclose the change of percentage interest and conditions precedent in the list required for items 6.1 and 6.2. 3 Issued and quoted securities The issue price and amount paid up is not required in items 7.1 and 7.3 for fully paid securities. 4 The definitions in, and provisions of, AASB 1022: Accounting for Extractive Industries and AASB 1026: Statement of Cash Flows apply to this report. + See chapter 19 for defined terms. Appendix 5B
  10. 10. Appendix 5B Mining exploration entity quarterly report 5 Accounting Standards ASX will accept, for example, the use of International Accounting Standards for foreign entities. If the standards used do not address a topic, the Australian standard on that topic (if any) must be complied with. == == == == == + See chapter 19 for defined terms. Appendix 5B

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