In the matter of Equity-1 Resources NL (previous name of ADY) [2002] ATP 20
Catchwords:
Previous breach of Chapter 6 – tactical timing of announcement of bid – inadequacy of information provided to shareholders – Panel declining to commence proceedings
Corporations Act 2001 (Cth), sections 631(1) and (2)
These are our reasons for declining to commence proceedings in relation to an application by Equity-1 Resources NL (Resources) concerning an announcement of a proposed takeover bid by Equity-1 Limited (Limited).
1. The application was made by Resources on 9 December 2002. 2. The sitting Panel for the application was Ms Meredith Hellicar (sitting President), Mr Brett Heading (sitting Deputy President) and Mr Andrew Lumsden. 3. The Panel decided not to conduct proceedings in relation to the application. 4. The Panel advised the parties of its decision in this matter on 11 December 2002.
Background
5. The following is a description of the facts underlying the application, which has largely been taken from the application. 6. Resources' principal business activity is mining exploration and it holds tenements in Australia and Argentina. 7. Limited's holding company holds approximately 14% of the issued share capital of Resources and has one nominee sitting on Resources' Board. 8. On 11 December 2001, Limited announced an intention to proceed with an off-market takeover for 51% of the issued share capital of Resources at an offer price of 6.7 cents (the Previous Bid). 9. On 17 April 2002, Limited provided shareholders with a bidder's statement. The offer and the bidder's statement were sent to shareholders later than the maximum 2 month time limit in contravention of section 631(1)(b) of the Corporations Act (Act). The Board of Resources recommended that the Previous Bid be rejected by shareholders. 10. At the expiration of the bid period, the 51% minimum acceptance condition was not met and Limited announced that the Previous Bid would not proceed.
Annual General Meeting of Resources and Subsequent Takeover Offer
11. Resources convened its annual general meeting (Meeting) on 29 November 2002 at 10.00am. The meeting was to consider a number of resolutions (Resolutions) to approve a change to Resources' activities, including a proposed investment in MIS Orthopaedics. 12. Before the Resolutions were considered at the Meeting, the lawyer for Limited arrived at the meeting and notified Resources' board that a renewed conditional offer by Limited had been announced to the market (the Proposed Bid). 13. The terms of the Proposed Bid include:
* An offer price of 3.5 cents per share; * 51% minimum acceptance condition; and * a condition that Resources' shareholders reject the Resolutions.
Adjournment of the Meeting
14. Following the announcement of the Proposed Bid, the Meeting was adjourned until 13 December 2002, to provide shareholders the opportunity to consider the terms of the Proposed Offer.
The application
15. The application made the following allegations:
1. that Limited was aware of the status of proxy voting and was aware that the Resolutions were unlikely to be rejected (which would mean that one of the conditions of the Proposed Bid would not be met); 2. that Limited was in breach of section 631(2)(a) of the Act because it announced the Proposed Bid in circumstances where it was reckless as to whether the proposed bid would be made; and 3. that Limited announced the Proposed Bid with a view to disrupting shareholder proceedings at the Meeting and using the announcement as a platform to announce its dissatisfaction with the Company's performance and the proposed change to Resources' activities.
16. The application sought orders that Limited not proceed with the proposed takeover offer. Alternatively, the application sought orders that the proposed takeover offer proceed as currently announced and that Limited not prevent the adjourned meeting from occurring at the designated time and place.
Discussion
17. The primary issue for the Panel was whether Limited's conduct could potentially constitute unacceptable circumstances. 18. The Panel noted that Limited may have chosen the timing of the announcement of its bid for tactical reasons. However the Panel considers that this fact alone does not necessarily constitute unacceptable circumstances. Limited is a substantial shareholder and it is entitled to make an alternative proposal in response to the Board's proposed investment in MIS Orthopaedics. 19. The Panel considered that, on the facts before it, the announcement of the takeover bid by Limited did not constitute frustrating action and did not prevent Resources' shareholders from making an informed decision in relation to the Resolutions to be considered at Resources' adjourned meeting. Therefore the Panel decided that there was no basis for ordering that the proposed bid not proceed. 20. The Panel considered that the actions of Resources' directors in adjourning the meeting were appropriate and sensible. 21. Resources sought alternative orders that the proposed bid proceed as currently announced and that Limited not prevent the adjourned annual general meeting from occurring at the designated time and place. The Panel considered that Limited already had an obligation to proceed with the bid pursuant to section 631(1) of the Act. There was no evidence put before the Panel that the bid would not proceed. Therefore, the Panel considered that it was not necessary to make the alternative orders sought by Resources. If unacceptable circumstances were to arise in the future, a separate application would be warranted at that time. 22. There was no evidence put to the Panel that there was a risk of Limited acting to drag out the process of its offer, or delay its bid (thus adversely putting pressure on the Resources directors to further delay the adjourned meeting).
Previous bid
23. In deciding not to commence proceedings, the Panel considered Limited's conduct in relation to the Previous Bid and its contravention of section 631(1)(b) of the Act in relation to the Previous Bid. The Panel did not consider that this conduct was relevant for the purposes of this application. However the Panel reminded Limited of its obligations under section 631(1)(b).
Disclosure
24. The Panel was concerned at the adequacy of information currently provided to Resources' shareholders. The Panel noted its concerns in relation to:
1. the information provided by Resources in relation to its proposed investment in MIS Orthopaedics: and 2. the information provided to Resources shareholders by Limited in relation to the details of the bid, the future direction of Resources under Limited controllership and the relationship of Limited's proposed takeover bid with a proposed share placement Limited requested Resources to make to it.
25. The Panel advised both Resources and Limited that it considered that there appeared to be a risk that Resources shareholders may have been asked to make material decisions about the future ownership, control and direction of their company with inadequate information. 26. The Panel considered that, although there were a number of issues of potential concern in relation to both transactions, which may warrant future applications to the Panel, it considered it appropriate to allow the promoters of those transactions the opportunity to address those issues rather than interfere prospectively on the basis of the current application.
Decision
27. The Panel declined to conduct proceedings on the application before it. 28. The Panel consented to the parties being represented by their commercial solicitors.
Meredith Hellicar President of the Sitting Panel Decision dated 11 December 2002 Reason published 12 February 2003
PANEL DECLINES APPLICATION IN RELATION TO EQUITY-1 RESOURCES NL
The Panel advises that it has today declined to commence proceedings in relation to an application by Equity-1 Resources NL (Resources) for a declaration of unacceptable circumstances and orders in relation to an announcement of a proposed takeover bid by Equity-1 Limited (Limited).
Resources asserts that the announcement of the proposed bid by Limited on 3 December was intended to disrupt a meeting of Resources and that this constitutes unacceptable circumstances. The meeting was in the process of considering a number of resolutions to approve a change to Resources' activities (including a proposed investment in MIS Orthopaedics). The meeting was subsequently adjourned to Friday 13 December 2002.
Resources sought orders that Limited not proceed with the proposed takeover offer. Alternatively, Resources sought orders that the proposed takeover offer proceed as currently announced and that Limited not prevent the adjourned annual general meeting from occurring at the designated time and place.
The Panel considers that, on the facts currently before it, the announcement of the takeover bid by Limited does not constitute frustrating action and does not prevent Resources' shareholders from making an informed decision in relation to the resolutions to be considered at Resources' adjourned meeting. The Panel has therefore declined to conduct proceedings on the application before it.
However, the Panel is concerned at the adequacy of information currently provided to Resources shareholders. The Panel notes its concerns in relation to:
* the information provided by Resources in relation to its proposed investment in MIS Orthopaedics: and * the information provided to Resources shareholders by Limited in relation to the details of the bid, the future direction of Resources under Limited controllership and the relationship of Limited's proposed takeover bid with a proposed share placement Limited requested Resources to make to it.
The Panel has advised both Resources and Limited that it considers that there appears to be a risk that Resources shareholders may be being asked to make material decisions about the future ownership, control and direction of their company with inadequate information.
The Panel advised that, although there are a number of issues of potential concern in relation to both transactions, which may warrant future applications to the Panel, it considered it appropriate to allow the promoters of those transactions the opportunity to address those issues rather than interfere prospectively on the basis of the current application.
The President of the Panel appointed Meredith Hellicar, Andrew Lumsden and Brett Heading to consider the application.
Nigel Morris Director, Takeovers Panel Level 47 Nauru House 80 Collins Street Melbourne VIC 3000 Ph: +61 3 9655 3501 [email protected]
ABIX via COMTEX) -- Hong Kong's Equity-1 Resources is in breach of the Corporations Act in respect of its bid for Admiralty Resources. Its bidder's statement release was outside the time limit allowed between announcing and formally proceeding with a bid. As the bidder does not have any assets in Australia, the Australian Securities & Investment Commission is unlikely to take any action. Equity-1 has not explained why its bid for Admiralty Resources at $A0.067 per share, conditional on 50 per cent acceptance, and announced on 11 December 20
*EIR: Equity 1 Resources advised the company will be issuing 57.5m shares and 172.5m options to MTM Holdings (Australia) Pty Ltd following resolution adopted by shareholders at the reconvened AGM on Dec 13, pursuant to the Agreement for Sale of Shares between EIR, Solgold Pty Ltd, MTM Holdings (Australia) Pty Ltd and Nilnav Orthopaedics Pty Ltd dated Oct 30 and in consideration for the acquisition of 19% of the issued share capital of Nilnav Orthopaedics Pty Ltd. (Mar 14)
* ADMIRALTY RESOURCES NL. - previously known as * CORNWALL RESOURCE CORPORATION NL (The following is about Cornwall resources)
This is the html version of the file http://www.doir.wa.gov.au/wardens_court/Vol12_FOLIO22.pdf. Google automatically generates html versions of documents as we crawl the web. Page 1 VOL 12 NO 22 BEFORE THE WARDEN IN OPEN COURT HELD AT PERTH HEARD: 8 OCTOBER 1997 & 9 OCTOBER 1997 DECISION DELIVERED: 7 NOVEMBER 1997 GREATER AUSTRALIAN GOLD NL applicant - and - LINDA LATHAM objector In the matter of application for Exemption 274/956 and Objection 30/956. WARDEN G N CALDER SM Mr P Edmands instructed by Blake Dawson Waldron represented the applicant. Mr Percy instructed by Michael Rennie represented the objector. RESERVED DECISION The subject matter of the application for exemption from expenditure conditions is mining lease 39/159 which was first granted on 21 August 1988. The applicant for exemption has been the holder of ML39/159 since September 1993. The application for exemption now before me is in respect of the expenditure year ended 29 August 1995 and is for an amount of $53,800 which is the total expenditure required pursuant to the provisions of the Mining Act and Regulations on that tenement. Recommendation of the granting of a Certificate of Exemption is objected to. Page 1 of 8 Page 2 The exemption application was received by the Mining Registrar at Leonora on 27 October 1995. The reasons for which the application for exemption is sought are set out in the application as follows: " - the title to the mining tenement is in dispute (sl02(2)(a)); - time is required to evaluate work done on the mining tenement to determine an economically viable energy source for mining on the tenement (s 102(2) (b)); - the ground the subject of the mining tenement contains a mineral resource which is uneconomic at present but which is expected to become economic in the future following the testing of alternative metallurgual processes for the mining of the ore (sl02(2)(e); and - in any event in the circumstances exemption is justified (sl02(3)). " An objection to the granting of the application for exemption was lodged with the Registrar on the 6th of November 1995. The grounds for the objection are set out in the form of objection as follows: " 1. The tenement holder has previously sought and obtained exemptions. 2. The tenement holder has not expended any moneys on the tenement. 3. The title to the mining tenement relates only to a 50% interest in the tenement. 4. The tenement holder has had ample opportunity to evaluate the tenement. 5. The mineral resource contained within the tenement is currently economic." DISPUTE AS TO TITLE In support of the applicant's ground of exemption based upon the provisions of section 102(2)(a) of the Mining Act ("the Act"), and without objection on the part of the objector to its production, the applicant produced a copy of the decision of Warden Heaney SM which, it was agreed by both parties, had been delivered by his Worship on the 15th of December 1995 in the matter of Richfile Pty Ltd v Greater Australian Gold NL & Cornwall Resources Corporation NL. In his reasons, the Warden found that Greater Australian Gold was a wholly-owned subsidiary of Cornwall Resources Corporation NL. I find that that is still and was at all material times in respect of the application for exemption now before me a correct description of the relationship between Greater Australian Gold and Cornwall Resources. The Warden also found that Great Australian Gold ("GAG")was at the material time the registered proprietor of 96/96 shares in mining lease 39/159. He found that Cornwall Resources ("Cornwall") had, pursuant to an agreement with Richfile Pty Ltd ("Richfile"), agreed to acquire a 48/96 share in ML39/159 as agent for Page 2 of 8 ER1711WD:MU.2 Page 3 Richfile. The Warden found that Cornwall had breached the agreement between itself and Richfile and ordered that GAG should transfer to Richfile a 48/96 share inML39/159. The present position, therefore, is that GAG, the applicant for the exemption, is the registered proprietor of only 50 per cent of the mining tenement the subject of the application for exemption. Warden Heaney found that, "By letter dated 16 April 1993, Richfile's solicitors wrote to both GAG. and Cornwall requesting that a 48/96 share be transferred to Richfile. GAG and Cornwall refused and continued to refuse to transfer the said shares to Richfile." I infer from what his Worship there found and from the fact that his decision in that matter was delivered on 15 December 1995 that there was for the whole of the period to which the exemption application now before me relates a dispute as to the title of the tenement which fell within the provisions of paragraph (a) of subsection (2) of section 102 of the Act. That appears to me to have been the only issue before the Warden. That is to say, whether or not GAG was entitled to be the holder of a 96/96 share of ML39/159, or whether it was entitled to hold only a 48/96 share in the tenement. In my opinion, that amounted to a dispute as to title of considerable significance. It was a dispute, in my opinion, of the type contemplated by the provisions of section 102(2)(a) of the Act. Counsel for the objector stated in his closing submissions that he conceded that there was a dispute as to title, but invited me to take into account what he described as the "circumstances of the dispute." He said that the dispute began in May 1994 when the plaint was first issued, but that there had been a dispute since 1992. That is consistent with the comments made by his Worship Warden Heaney in the decision to which I previously made reference. Mr Percy also drew my attention to the evidence which I had heard which was to the effect that in excess of $30,000 had been spent on the subject tenement since the time when the dispute commenced and prior to the expenditure year the subject of the application now before me. He submitted that it was merely a matter of convenience for the applicant to now raise the issue of a title dispute as forming a proper basis and a legitimate and genuine basis for seeking the granting of an exemption from the expenditure conditions for the subject year. In my opinion that submission by counsel does not carry any weight. The fact is that there was a serious dispute as to title which was not resolved until the plaint which had been issued in 1994 was ruled upon by the Warden in December 1995. It does not necessarily follow that because the applicant did not avail itself of the opportunity to seek an exemption based upon the provisions of section 102(2)(a) of the Act for the two preceding years that the current application is one of mere convenience. In any event, in the present case it must also be borne in mind in assessing the bona fides of the reliance of the applicant upon the title dispute that the dispute as to title is not the sole ground upon which it relies. Page 3 of 8 ER1711WD:MU,3 Page 4 THE EVIDENCE I now turn to consider the evidence of the witnesses. I find that Mr Alan Philips has, since May 1977, been a director and chairman of the board of Cornwall. He occupies a similar position in respect of GAG. I find that Mr Philips has had considerable and varied experience in the management of mining organisations and that he plays a significant role in the management of both Cornwall and GAG. Without referring to the details of it specifically, I accept his evidence as to his expertise in those matters. I find that he has had some 38 years' experience in total within the mining industry. He has no formal qualifications as a geologist. He said, and I accept it to be the case, that his expertise was in management and that where appropriate he would hire and take advice from experts in different fields relating to the extraction and processing of mineral ores and other technical mining matters. I find on the basis of Mr Philips' evidence that Cornwall has at present working capital in the vicinity of $700,000 and I accept his opinion that Cornwall has a future potential capacity to readily raise at least $500,000 capital and possibly more if the need arose. He expressed the hope that in the future the relatively small cobalt nickel ore body on the subject tenement could be developed with advances in technology. He was of the opinion that no matter what amount of work was done on the tenement at the present time, it would not be possible to develop the tenement to a level where commercial production could commence. He conceded that at the present time it could not be said that there is absolutely nothing more that could be done on the tenement but said there was a limited capacity for any useful work to be done on the ground. He agreed that at present some further metallurgical assessment could be undertaken to ascertain the compatibility of the ore to new acid leaching technology and that it may be appropriate to do some feasibility studies. He agreed with the views which had been previously recorded in connection with the ore body on the tenement that another 25 million tonnes would be required before, given present technology, a "stand alone" operation could be developed on the tenement. Mr Philips also agreed that it may be possible to obtain what he described as a "critical mass" by joining with other nearby projects such as Aberfoyle's holding at Eucalyptus Bore and Anaconda's holding at Murrin Murrin. The applicant called Mr Wyatt as a witness. I find that Mr Wyatt is a geologist and that his experience, in general terms, is as set out in exhibit J, his resume. He is a very experienced geologist, having worked both in Australia and overseas. I accept Mr Wyatt's evidence that in 1992 he did an analysis of eight holes which had been drilled on the tenement for Cornwall. I find that in 1993 at the request of Cornwall, Mr Wyatt valued the tenement at an amount of at least $500,000 on the basis of an urgent sale, and at a value of $3.5M for a more leisurely sale. Mr Wyatt said that a report which he had prepared in 1993 reflected his view that at least 30 to 50 million tonnes of ore was needed to justify the construction of a treatment plant on the tenement. During his evidence he said that since the time Page 4 of 8 ER1711WD:MU,4 Page 5 of writing his report plants had become cheaper to build. He said that whereas at the time of writing his report the cost of developing a treatment plant was something in the order of $500 Million, now plants could be constructed for a price of between $175 to $200 Million. Mr Wyatt said that since 1993 there had been other changes which were of some consequence when considering the present and potential future viability of the tenement. He said that since 1993 other operators had come into the area. The gas pipeline through the goldfields had now been completed. That, he said, meant that cheaper energy costs in the future were likely. He also said that interest rates had reduced from around 14 per cent to between 7 and 9 per cent at the present time. He said that advances had been made in the availability of treatment facilities. He also commented that the tenement holder may in the future be in a position to provide ore to a larger operator. Mr Wyatt expressed the view that as at the end of August 1995 the tenement was not viable as a stand alone operation with only 12.5 million tonnes of ore available. In his opinion there was no need for any more drilling to be done. He expressed the view that what should be happening now was investigation of development and marketing options. He was also of the view that it may now be appropriate to have metallurgical tests done of ore samples in order to obtain advice as to ore treatment options. The applicant also called Mr Colum Byrne. I accept that Mr Byrne is a very experienced geologist and find that his experience, in general terms, is as set out in his resume which was tendered into evidence as exhibit E. Mr Byrne undertook a drilling program on the subject tenement in August 1994. He had 20 RC holes drilled. A total of approximately 900 metres in all was drilled. The objective was to "better define the resource" and to "fill in any gaps in previous drilling programs." Mr Byrne said that at the conclusion of his drilling program in August 1994 the mineral deposit on the subject tenement was fairly well defined. He then estimated that there was approximately 11.5 million tonnes of ore on the tenement. Mr Byrne said in evidence that it was his opinion that further drilling may marginally increase the boundaries of the resource. I note that in his report prepared in October 1994, he expressed the view that "additional drilling may significantly increase the area of the resource." In his report he recommended the drilling of a further 25 holes. During his evidence Mr Byrne expressed the view that the "resource" had been "well drilled out." He also expressed the view that if other nearby projects "got up" that would "change the economics" of the deposit on the subject tenement. He said that in his opinion the size of the deposit on the subject tenement would not support a stand alone operation. Mr Byrne said that whether there was additional drilling on the tenement or not, the inability of the deposit to support a stand alone operation would not be changed simply by doing more drilling. He repeated that during cross-examination when he stated that whilst it may be warranted to do some more drilling to "tidy up and marginally improve the resource" that would be "superfluous to changing the economics." Page 5 of 8 ER1711WD:MU,5 Page 6 The objector called Mr Townsend whom I find is an experienced tenement consultant. I find that he located the subject tenement and spent approximately 4 hours on the ground examining old workings. He examined a large number of the previous holes which had been drilled in 1992 and 1994. He expressed the view that none of those holes were less than 2 years old. I accept his opinion in that respect. He did not examine the whole of the tenement. He limited his examination to that portion of the tenement where the previous drilling and other workings had taken place, namely, more or less along the north/south centre line of the tenement. He indicated on a plan where he had carried out his investigation. I accept his evidence as being true and correct in that respect. The objector also called Mr Brookes. I find that Mr Brookes is an experienced explorer and prospector and a mining company director. I accept that he has been on the subject tenement several times and that during 1994 to 1995 he drove through it three to four times and saw no sign of any work being done on the tenement during that year. I accept his evidence in that regard. I accept that he was interested in the subject tenement arising out of the fact that he or an organisation connected with him held an interest in a nearby tenement at Eucalyptus Bore. I now turn to consider the remaining grounds upon which the exemption was sought and the objections thereto. TIME REQUIRED TO EVALUATE WORK DONE The evidence before me did not satisfy me that GAG required time to evaluate work done on the mining tenement, nor that it required time to plan future exploration or mining, nor that it required time to raise capital for future exploration or mining. Those matters to which I have just made reference are all of the matters mentioned in paragraph (b) of subsection (2) of section 102 of the Act. No direct evidence was given by any person called on behalf of the applicant that the need for an exemption arose out of the fact that time was required to evaluate work already done on the tenement. In my opinion no inference to that effect can be properly drawn from the facts of this case. Mr Philips simply said that some further sampling for metallurgical analysis could be done and that it may be appropriate to commence feasibility studies. He never said that it was the intention of either Cornwall or GAG that such work would be done or that time was required to evaluate work already done in order that further work of the type mentioned by him may be done in the future. Mr Philips at no stage said that time was required to plan future exploration or mining or to raise capital therefor and none of his evidence implied that that was the case, nor was it capable of supporting an inference that that was the case. Page 6 of 8 ER1711WD:MU,6 Page 7 In the application for exemption the applicant has stated that "time is required to evaluate work done on the mining tenement to determine an economically viable energy source for mining on the tenement." No evidence was given which directly or indirectly supported that reason. There was evidence given as to the effect that completion of the goldfields gas pipeline project may have had, but there was nothing contained in the evidence of any of the witnesses called by the applicant which suggested that an evaluation of the work done so far on the mining tenement would in any way assist in determining an economically viable energy source for mining on the tenement. 'UNECONOMIC MINERAL RESOURCE' I find that the tenement contains a cobalt nickel deposit of approximately 12 million tonnes. I am satisfied on the basis of the evidence of Mr Wyatt and Mr Byrne that given the present extraction and processing methods which could be utilised it would be uneconomical to commence mining the ore on the tenement. I am also satisfied, again on the basis of the evidence of Mr Wyatt and Mr Byrne, that any further work carried out on the ground such as drilling or sampling would not in any way change the economic status of the mineral deposit on the tenement. The evidence satisfies me that a nickel cobalt laterite mineral deposit of something in the order of 30 to 50 million tonnes would be required before the tenement holder could realistically contemplate commencing a stand alone mining operation. I am satisfied on the basis of the evidence before me that a deposit of 12 million tonnes would not, on an economic basis, justify expenditure of between $175 and $200 Million to establish a plant. At the present time it appears that there is a possibility that Anaconda will in the future develop a plant on its nearby holding which would potentially be able to treat ore extracted from ML39/159. It appears that there is also some potential for agreement to be reached between Aberfoyle and the applicant which may have the consequence, particularly if there are improvements in extraction techniques, to justify the building of a plant as a joint venture. It is my opinion that at present the tenement does contain a mineral deposit which is uneconomic but which may be reasonably expected to become economic in the future. I base that opinion upon the evidence of Mr Byrne and Mr Wyatt in particular. SECTION 102(3) In the application for exemption the applicant has stated that: "In any event in the circumstances the exemption is justified (section 102(3))." Page 7 of 8 ER1711WD:MU,7 Page 8 Section 102(3) says: '(3) Notwithstanding that the reasons given for the application for exemption are not amongst those set out in subsection (2), a certificate of exemption may also be granted for any other reason which may be prescribed or which in the opinion of the Minister is sufficient to justify such exemption.' No submissions were made to me by counsel for the applicant which suggested that, for the purposes of subsection (3) of section 102 of the Act, there was any other "prescribed" reason for which a certificate of exemption may be granted. He did not draw my attention to any aspect of the evidence which could be said to bring the situation of the applicant within any other prescribed reason for which a certificate of exemption may be granted. There is before me no evidence which would justify my coming to a conclusion that there was any other prescribed reason which applied to the applicant and in respect of which reason a certificate of exemption could be granted. The evidence does not satisfy me that, apart from the 'reasons' included on paragraphs (a) and (f) of s. 102(2) of the Act there is any other reason why I should recommend to the Minister that the application be granted. For all of the above reasons, I recommend that a certificate of exemption totally exempting the mining tenement to which the application relates from the prescribed expenditure for the year ended 29 August 1995 be granted. N CALDER S M WARDEN Page 8 of 8 ER1711WD:MU,8
This is the html version of the file http://www.doir.wa.gov.au/wardens_court/Vol11_FOLIO06.pdf. Google automatically generates html versions of documents as we crawl the web. Page 1 M*é Mol. Il IN THE WARDEN'S COURT HELD AT PERTH WESTERN AUSTRALIA Tenement: M39/159 Date Heard : 24 August 1995 icv'SkCsr Date Decision Delivered : »S T>«ce.o~>oe4r- VS3S BEFORE : P M HEANEY S.M. BETWEEN: RICHFTLE PTY LTD Plaintiff and GREATER AUSTRALIAN GOLD NL AND CORNWALL RESOURCES CORPORATION NL Defendant REASONS FOR DECTSTON APPEARANCES : Mr R Gillon appeared for Plaintiff. Mr M Barker appeared for Defendant. Page 2 In tìiis matter the Plaintiff is Richfile Pty Ltd ("Richfile"). The first defendant is Greater Australian Gold NL ("GAG") and the second defendant is Cornwall Resource Corporation NL ("Cornwall"). THE PLAINTIFFS CLAIM The plaintiffs claim is that the first defendant GAG is a wholly owned subsidiary of the second defendant Cornwall and that it, GAG is the registered proprietor of 96 (96/96th) shares in Mining Lease 39/159 in the Mount Margaret Mineral Field ("the tenement"). Pursuant to an Agreement ("the Agreement") in writing dated 27 November 1992 between Richfile, GAG and Cornwall it was agreed that Cornwall enter into an Agreement (a) to acquire 48 (48/96th) shares in the tenement as agent for and on behalf of Richfile; (b) that the 48 shares acquired be transferred to Richfile and (c) that Richfile was to provide $200,000 to enable Cornwall to complete the purchase of the said 48 shares. Pursuant to the Agreement Richfile provided the sum of $200,000 to enable Cornwall to purchase the said shares. The said shares were purchased by Cornwall. The shares in the tenement have been transferred to GAG. By letters dated 16 April 1993 Richfile solicitors wrote to both GAG and Cornwall requesting that the 48 shares be transferred to Richfile. GAG and Cornwall refused and continued to refuse to transfer the said shares to Richfile. The Plaintiff Richfile seeks an order that GAG do transfer to Richfile the 48 shares in Mining Lease 39/159. The Agreement dated 27 November 1992, upon which the the Plaintiff Richfile claims its interest, is a short document of 3 1/2 pages. The parties to the Agreement are Cornwall as the Agent, Richfile as the Principle and GAG. The Recitals to the Agreement explain the background of the Agreement and they state as follows: 2. Page 3 Pursuant to an exchange of correspondence between the solicitors for the Agent and Westralian Sands Ltd ("WSL") on the 25 and 27 August 1992 the Agent has agreed in principle to acquire and WSL has agreed to sell WSL's half interest in the mineral tenement Mining Lease M39/159 in the Mount Margaret Mineral Field known as Pyke Hill Western Australia on the terms and conditions therein contained. Those terms and conditions have been reduced to formal Agreements. The sale Agreement is herein after referred to as the Purchase Agreement a copy of which is annexed hereto and marked "A". B. Pursuant to the terms of the Purchase Agreement between the Agent and WSL the Agent is obliged to indemnify WSL in the terms of a Deed of Indemnity attached hereto and marked "B" (Deed of Indemnity"). C. The Agent has entered into these negotiations for and on behalf of the Principal. D. The Purchase Agreement and the Deed of Indemnity have been approved by the Principal and the Agent and have been approved by the Board of WSL.
E. GAG has acquired an interest in and is currently a party to the 1971 Farm in Agreement referred to in the Purchase Agreement and expressly consents to the sale and transfer of the WSL interest to the Principal". For the purposes of these proceedings the following are the significant terms of the Agreement. (1) The Agent will enter into the Purchase Agreement and the Deed of Indemnity as if acting as a principal, but as an agent for and on behalf of the Principal. (2) The Principal indemnifies and shall keep fully and effectively indemnified the Agent and its directors and other officers from and against all claims which may be against any or all of them in any way arising: (a) under the Deed of Indemnity Page 4 (b) out of any breach of the terms of the Purchase Agreement (c) out of the Agent becoming the holder of the tenement and in respect of transferring the tenement to the Principal or its nominee; and (d) from the negotiation with WSL in respect of the transactions the subject of the Purchase Agreement and the Deed of Indemnity. (3) The indemnity in Clause 2 shall be a continuing indemnity and shall not be affected or in anyway diminished by: (a) the failure of WSL or the agent entering into the Purchase Agreement or the Deed of Indemnity. (b) the failure of the minister to approve this Agreement or the Purchase Agreement where such approval is required by the Mining Act, 1978 (WA); or (c) any other Act, omission, matter or thing which might otherwise either at law or in equity affect or diminish the indemnity. (4) The indemnity in Clause 2 shall extend to all legal costs and expenses on a full indemnity solicitor/client basis incurred by the Agent as a result of it entering into this Agreement, the negotiations with WSL referred to above, the Purchase Agreement and the Deed of Indemnity or in any way arising out of those transactions. (5) The Principal shall promptly do all things necessary to enable the Agent to perform all of its obligations under the Purchase Agreement and the Deed of Indemnity, including without limitation, the payment of the deposit and settlement moneys, subject to the Principal fulfilling its obligations under this Clause, the Agent will promptly fulfil all of its obligations under the Purchase Agreement and the Deed of Indemnity. (8) The parties will do all things and sign all necessary documents to transfer the interest in the tenement from the Agent to the Principal or its nominee such transfer once registered to be effective from the settlement of the Purchase Agreement (11) The Principle or its assignee undertakes to maintain the tenement in good standing for the next twelve months. Page 5 (12) The Principal or its assignee will be responsible for the exploration for the next twelve months, but will advise the Agent and GAG of the programme and any significant results obtained. (16) Any prior Agreement, arrangement or understandings in respect of the tenement between the parties are hereby rescinded and this Agreement is the only Agreement between the parties in respect of the tenement. Recital A of this Agreement refers to the sale from WSL to Cornwall of the relevant tenement, namely Mining Lease M39/159 in the Mount Margaret Mineral Field. This sale is the subject of "the Purchase Agreement" a copy of which was annexed to this Agreement. The parties to "the Purchase Agreement" are Westralian Sands Limited (WSL) as the vendor, Cornwall Resource Corporation (Cornwall) and Greater Australian Gold (GAG). The Purchase Agreement contains the following recitals: (a) CPC Energy Pty Ltd (CPC) was the beneficial owner of various tenements known as the Pykes Hill Mineral Claims, which now comprise Mining Lease 39/159 ("the mining tenement"). (b) The Vendor and CPC entered into an Agreement dated 29 March 1991 ("the 1971 Farm In Agreement) pursuant to which the vendor was entitled to earn a fifty per centum (50%) interest in the Mining Tenement as legal and beneficial owner. (c) The Vendor fulfilled the conditions required of the Vendor in the 1971 Farm In Agreement to earn a fifty per centum (50%) interest in the Mining Tenement and is now the beneficial owner of an undivided fifty per centum (50%) interest in the Mining Tenement. (d) In May 1992, CPC sold its interest in both the 1971 Farm In Agreement and the Mining Tenement to GAG. (e) GAG is a wholly owned subsidiary of Cornwall. (f) GAG and Cornwall have requested the Vendor to sell to Cornwall all of the Vendors right, title estate and interest in the Mining Tenement and 5. Page 6 the 1971 Farm In Agreement upon the terms and conditions hereinafter contained, including that the consent to the transfer of the Mining Tenement pursuant hereto is obtained from the Minister. Clause 3.1 of the Purchase Agreement provides that "Subject to Clause 2.1 the Vendor hereby sells to Cornwall and Cornwall Hereby purchases from the Vendor all the Vendors right, title and interest in and to the Mining Property free from encumbrances, for the considerations. The consideration is stated in Clause 1 to be $200,000. The plaintiff Richfiles claim is simply that the abovementioned Agreements are the only Agreements that cover the situation, and that pursuant to these Agreements Richfile paid the consideration of $200,000 to WSL. There appears to be no dispute that Richfile did in fact pay the consideration of $200,000 and pursuant to Section 8 requires GAG and Cornwall to "do all things and sign all necessary documents to transfer the interest in the tenement from the Agent (Cornwall) to the Principal (Richfile), such transfer once registered to be effective from the settlement of the Purchase Agreement". There is also no dispute that by letter dated 16 April 1993 Richfile solicitors wrote to Cornwall and GAG requesting that the 48(48/96th) shares in the tenement be transferred to Richfile. And there is also no dispute that the said shares in the tenement were not transferred and remain not transferred. Mr Barker for the Defendants argues that the abovementioned Agreement can not be viewed in isolation and that Agreements entered into prior to 27 November 1992 are clearly collateral Agreements which constitute the consideration of the Agency Agreement entered into by the parties on 27 November 1992. The immediate response of the Plaintiffs to that argument is Clause 16 of the said Agreement which states that: "Any prior Agreement, arrangement or understandings in respect of the tenement between the parties are hereby rescinded and this Agreement is the only Agreement between the parties in respect of the tenement" There appears to be no dispute that whatever documents were prepared for execution on the 25 November 1992 are no longer relevant, unless they can be Page 7 shown to be still relevant, because all parties to these proceedings indicated that when the parties broke up in the late evening of the 25 November 1992 that the deal whatever it was and whatever its scope was off. Over the course of the next two days an attempt was made to "salvage" something from the diaster of the evening of the 25 November 1992. It is necessary to look at the arrangements entered into prior to and on the 26 and 27 of November 1992 to see if their context is such as to lead to the conclusion, in light of the clear intent of Clause 16, that such Agreements are to be seen as collateral Agreements to the Agency Agreement, and further if such arrangements are to be seen as conditions precedent to the application of section 8 of the agency Agreement. In Mr Barkers final submissions he referred me to the exhibits which he considered to be important. His first reference was to exhibit "A" which is the Agency Agreement itself. I have referred to this in depth previously thus there is no need for further reference here. Exhibit "I" is a deed dated 11 August 1992 between B. E. Cornish Holdings Pty Ltd, "the lender" and Richfile "the borrower" wherein the borrower has agreed to place 4 000 000 ordinary shares of Cornwall Resource Corporation, possessed by the lender for the purpose of obtaining working capital for Eucalyptus Bore/Pyke Hill Nickel Project. The Borrower agreed to grant security for the replacement of the said shares over option rights to C.R.C. which it held. Clause 4 of the Agreement provides that on the occurrence of any one of 4 named contingences the borrower shall cause script for the equivalent number of shares to be returned to the lender forthwith. I fail to see how this Agreement can be seen to be collateral to the Agency Agreement of the 27 November 1992 as it appears to be an arrangement which stands alone. It spells out the relevant obligations and remedies of the parties involved. And whilst Clause 16 of the Agency Agreement may not bring the effect of the deed of the 11 August 1992 to an end this does not make it a collateral Agreement to the Agency Agreement of the 27 November 1992 nor does it make it a condition precedent to the obligation owed to Richfile as contained in Clause 8 of the Agency Agreement. Page 8 Exhibit "K" is an Agreement dated 16 November 1992 between Richfile and GAG and deals with the exploration programme of tenement M39/159. The last paragraph on page 1 states as follows: "For the purpose of Clause 8.2 of the Option Agreement between GAG and Richfile, please confirm that this programme and budget is satisfactory to both GAG and Cornwall Resource Corporation. Please confirm that reasonable costs associated with these studies will be deemed to have discharged the balance of the expenditures required in clause 2.5(d) of the option Agreement ". Reference is made in this paragraph to the Option Agreement. The Option Agreement subsequently became exhibit "R" and is dated 25 November 1992 and is between GAG, Richfile and Lake Carey Nickel. Clause 8 of the Option Agreement provides that: "Work on the tenement shall be carried out in accordance with programmes and budgets agreed between the parties... " This Option Agreement, even though signed by all the parties, became a victim of die disagreement late in the evening of the 25 November 1992 The Option Agreement is not binding on the parties and accordingly nor is exhibit "K" dated 16 November 1992 But regardless of that point its contents do not necessarily imply that it is a collateral Agreement to the Agency Agreement of the 27 November 1992 and certainly any obligations imposed upon Richfile therein cannot be seen as conditions precedent to the obligation owed to Richfile as contained in Clause 8 of the Agency Agreement. Exhibit "L" is a letter dated 25 November 1992 from Mr Moye a director of Richfile to GAG concerning arrangements between Richfile and Capello Holdings. Its conditions do not imply that the arrangements between Richfile and Copella are arrangements collateral to the Agency Agreement of 27 November 1992 and likewise any obligations imposed upon Richfile therein cannot be seen to be conditions precedent to the obligation owed to Richfile pursuant to Clause 8 of the Agency Agreement. Exhibit "M" is also a letter dated 25 November 1995 and prior to the disagreement late in the evening ofthat day. It is a letter from Mr Moye to B. E. Cornish and Associates and its first paragraph states as follows: 8. Page 9 "We hereby agree to engage Ä E. Cornish and Associates as consulting geologists to the Pyke Hill Nickel project on a firm retainer for a period of two (2) years commencing on the 30th day after the date of allotment of shares pursuant to the proposed prospectus to be issued by Lake Carey Nickel NL" This arrangement was clearly a victim of the late night disagreement of the 25 November 1992. Exhibit "S" is a handwritten note dated 26 November 1992, signed by Mr Moye and Mr Cornish and is clearly an attempt to resurrect the arrangement referred to in exhibit "M" above, prior to the signing of the Agency Agreement on the 27 November 1992. And whilst it may be able to be seen as a collateral Agreement to the Agency Agreement it cannot be said to impose an obligation upon Richfile the performance of which is a condition precedent to the obligation owed to Richfile pursuant to Clause 8 of the Agency Agreement. Exhibit "N" is a letter dated 25 November 1992 from Mrs Moye to B. E Cornish Holdings Pty Ltd wherein Richfile agreed "to repay B. E. Cornish Holdings Pty Ltd on or before 60 days after execution of the Westralian Sands Agreement by W.S.L or the 31st March 1993 whichever first occurs the sum of $60,000 provided by way of 4 000 000 shares held by you in Cornwall Resource Corporation N.L....". This commitment made by Richfile may or may not have been a victim of the late evening disagreement of the 25 November 1992; it may stand alone or it may even be, although doubtful, a collateral Agreement to the Agency Agreement but clearly the performance of any obligations cast upon Richfile therein cannot be seen as conditions precedent for the performance of the obligation owed to Richfile pursuant to Clause 8 of the Agency Agreement. Exhibit "O" is the original Agency Agreement signed but then abandoned on the 25 November 1992. This Agreement bears some resemblance to the Agency Agreement of the 27 November 1992 but clearly, the latter document was intended by the parties to rescind and replace the former. There is no scope to argue that the Agency Agreement of the 25 November 1992 is collateral to the Agency Agreement of the 27 November 1992 but even it was it would be of little assistance to the defendants in this case because Clause 10 provides that: 9. Page 10 "The parties will do all things necessary and sign all necessary documents to transfer the interest in the tenement from the Agency (Cornwall Resources Corporation N.L) to the Principal (Richflle Limited) or its nominee, such transfer once registered to be effective from settlement of the Purchase Agreement ". Exhibit "R" is a deed dated 25 November 1992 between GAG, Richfile and Lake Carey Nickel NL and has been referred to as the Option Agreement. It was clearly a victim of the disagreement late on the 25 November 1995. There appears to be no scope to argue that this Agreement was collateral to the Agency Agreement of 27 November 1992. Exhibit T is a letter from Mr Moye to Mr Cornish dated 26 November 1992 outlining the exploration programme Richfile intended to cany out on the relevant tenement over the following 12 months. It is clearly collateral to the Agency Agreement subsequently signed on the 27 November 1992 but just as clearly it cannot be said that Richfiles obligation therein is a condition precedent to the obligation owed to Richfile pursuant to Clause 8 of the Agency Agreement and in fact the anticipated time of performance of the respective obligations would indicate that the obligation owed to Richfile would be performed before Richfiles obligations began. It would be remarkable for that not to be the case as it would require Richfile to expend a large sum of money on exploring a tenement which was not held in its name. Exhibit "IT is a letter from Mr Moye to Mr Cornish dated 27 November 1992. The contents of this letter appear to be of no assistance to the defendants argument. The final exhibit which Mr Barker directed my attention to specifically as being important is exhibit "U" which is a fax dated 26 November 1992 from Mr Cornish to Mr Hopkins his solicitor incorporating a copy of the Agency Agreement subsequently executed on the 27 November 1992. Mr Cornish is asking Mr Hopkins simply to "review for me the attached amended agency Agreement". Regardless of Mr Hopkins response, the following day, 27 November 1992, Mr Cornish signed that Agency Agreement. Apart from the exhibits referred to specifically above I have taken into account, the numerous other exhibits tendered throughout this trial, and the evidence of the witnesses and I can find nothing to support Mr Barkers argument that there are 10. Page 11 collateral Agreements between parties that should be seen as consideration of the Agency Agreement of the 27 November 1992. In the course of the pleadings it was suggested that "the Plaintiff....pressured the Defendants into signing the Agreement..." and later that "the Agreement is void for duress...*'. Having observed Mr Cornish in the witness box and having seen some of the arrangements he was able to negotiate for himself and his company I very much doubt that he would allow himself to be pressured into doing something he didn't want to do. It was also suggested that he signed, the Agreement before his solicitor had the opportunity to advise him on it. Mr Cornish appeared to be far too intelligent to be able to rely on such a proposition. If he had any concern he could have simply delayed signing. The crucial clause as far as these proceedings are concerned is clause 16 which provides that: "Any prior Agreement, arrangement or understanding in respect of the tenement between the parties are hereby rescinded and this Agreement is the only Agreement between the parties in respect of the tenement". This is a very simple clause which a man of Mr Cornish's intelligence would have no difficulty understanding. It is also a clause of significant impact and again Mr Cornish would have had no difficulty in appreciating its effect. I am of the opinion that the Agency Agreement of 27 November 1992 reflects the arrangements agreed between the parties and that Richfile is entitled to the benefits flowing to it pursuant to Clause 8. In his final submissions mr Barker made the point that in this case the Plaintiff is seeking an equitable relief namely specific performance. At page 78 of the transcript of 24 August 1995 Mr Barker states: "It is an equitable relief that is sought here and the Wardens Court will have regard to the usual circumstances in which equity comes to assist people. The maximum of equity is that you have to come to equity with clean hands ". 11 Page 12 He argues that the collateral agreements that were made are consideration of the Agency agreement and that the Plaintiffs failure to comply with the collateral agreements must result in this action for specific performance being denied. My first comment on this argument is that I am not satisfied that there are in fact any collateral arrangements although I did comment there were arrangements that may well have been if they could overcome the clear meaning of clause 16 of the Agency Agreement. Secondly as far as the Agency Agreement is concerned the Plaintiff does come to Court with clean hands insofar as it did provide the sum of $200,000 to Cornwall to enable Cornwall to purchase the shares in the tenement on behalf of Richfile On Cornwall purchasing the shares in the tenement it then had an obligation pursuant to clause 8 of the Agency Agreement to "do all things and sign all necessary documents to transfer the interest in the tenement from the Agent (Cornwall) to the Principle (Richfile) or its nominee, such transfer once registered to be effective from the settlement of the Purchase Agreement". Clearly Richfile did have further obligations pursuant to the Agency Agreement but it could hardly be expected to expend money on the tenement when it was being denied, what it was clearly entitled to, namely title to the share of the tenement. I am satisfied that the Plaintiff has made out its case and that there is no merit in the defendants arguments in response and further that the Plaintiff is entitled to the relief which it seeks. Accordingly I order that the first defendant Greater Australian Gold N.L. do transfer to the Plaintiff 48 96th shares in Mining Lease 39/159. PAUL HEANEY WARDEN 12.
Directors : David Keith Barwick (Chair), Tinh (Thierry) Trankiem, Peter Charles Searson, Glen Battershill (Company Secretary) Contacts : Level 30 Riverside Centre, 123 Eagle St, Brisbane, QLD 4000 Ph (07) 3216 0940 - Fax (07) 3216 0945 Website : http://www.thunderboltnl.com.au/ Email : [email protected] State/Country : Queensland, Australia ACN : Share Registry : KPMG Registrars Pty Ltd, Level 32 Central Plaza One, 345 Queen Street, Brisbane, QLD 4000
Thunderbolt Resources (23 March 2000)
Thunderbolt has announced that due diligence has been successfully completed with regard to the deal between Argentina Diamond Limited and the company, previously announced on 25 November 2000. The company is now proceeding with the acquisition of Argentina Diamonds Limited, subject to shareholder's approval.
Thunderbolt Directors Thunderbolt's Chairman and Directors have substantial professional experience in mineral exploration, mining, financial and commercial activities in both private and public companies.
Chairman Mr Norbert Charles Calabro has extensive experience of corporate affairs. He has been a qualified accountant since 1966 and is currently registered as a chartered accountant, company auditor and liquidator.
As the senior partner of Calabro Partners he leads the Corporate Advisory and Litigation Support division. He has extensive experience in a wide range of accountancy and allied disciplines. His specialisations include:
Corporate advisory work including valuation of companies, strategic planning, restructuring of equities and advice on mergers. He has undertaken these tasks for a number of industries.
Investigations including economic assessments, feasibility studies and/or operational reviews of various companies in different industries.
Appraisal and valuation of business and companies for various purposes including sales, acquisitions, mergers and divestitures and for litigation purposes in various court-related matters.
Author of a number of publications relating to valuation and litigation support, Norbert Calabro is a Fellow of the Institute of Chartered Accounts, an Associate of the Australian Society of CPAs, a Fellow of the Taxation Institute of Australia and a member of the National Association of Certified Valuation Analysts and the Association of Certified Fraud Examiners. Norbert Charles Calabro Director Peter Charles Searson has many years' experience in public company management particularly in property, tourism and mining. Mr Searson is non-executive independent chairman of several private companies in insurance services, retailing and tyre manufacturing industries. These businesses have operations throughout Australia, Papua New Guinea and south-east Asia. His most recent directorships were chairman of Auralia Resources NL which was successfully taken over by Ross Mining NL and chairman of Convex (QLD) Pty Ltd, manager of the Brisbane Convention & Exhibition Centre. E-mail: [email protected] Peter Charles Searson Director Mr David Keith Barwick is an accountant, and spent the first 12 years of his working life in chartered and public accountants' offices. He has 26 years' experience in managing and administrating publicly listed companies in Australia and North America. From 1988 to 1992, Mr Barwick was chairman, managing director or president of 10 publicly listed companies in Australia and Canada and was successful in bringing four mining projects into production. His most recent directorships were Auralia Resources NL which was taken over by Ross Mining NL and Pacific Sports Entertainment Ltd from which he resigned early in 1996. Mr Barwick is chairman of the unlisted public industrial company Amlink Ltd. E-mail: [email protected] David Keith Barwick Director Mr Graham Billinghurst has had many years of experience with public companies as a banker and financial adviser. He is Managing Director of Colhurst Investment Bankers and Joint Managing Director of Lewis Land Corporation.
Mr. Billinghurst is a former Vice President of Citibank Ltd. and was with the bank for 18 years, where he was responsible for Papua New Guinea, the Northern Territory, and Queensland. He was a senior credit officer and, in his final phase, was responsibile for a $750 million property portfolio.
Whilst working with Australian Mortgage Assets Limited, Mr. Billinghurst served as credit approval processor and portfolio monitor for financial institutions - a $1.2 billion portfolio.
Mr. Billinghurst has worked with the Property Advisory Board section of the Queensland Industry Development Corporation on corporate and property group restructuring, portfolio analysis, and asset grading and served as an arbitrator/negotiator.
His recent government or semi-government involvement has included the Overseas Property Group (an arm of the Federal Government) and an appointment in concert with Claymore Structured Finance to review and advise on tenders for serviced offices and apartments in Seoul, Korea.
Other government-linked assignments have included financial advice to the Queensland Department of Trade, and financial advice and project structuring work for the Snowy Mountains Electricity Corporation.
His former roles include director of the Brisbane City Mission and president of the Urban Development Institute of Australia (Qld branch).
He is a member of the advisory board for Missions Australia.
Director Mr Scott Reid. As a resources analyst and geophysicist, Scott Reid’s skills and experience cross the boundary between high tech exploration, corporate finance investment advisory and communication.
Most recently, as Director of Research for The Intelligent Investor stock market newsletter and previously as Resources Analyst with Ian Huntley’s Your Money Weekly and Smaller Companies Guide, Mr Reid conducted investment analysis for a wide range of resource stocks, involving minesite visits and discussion with senior management.
He has actively researched ASX listed junior explorers of diamonds, base metals, gold and uranium for a number of years, refining particular skills that these junior companies require to be successful at the sharp end of the resources sector.
Concurrently, Mr Reid developed a geophysical exploration company focussed on West Africa and instigated the introduction of specialist geophysical aircraft for low-level, ultra-high definition operations in the Australian exploration industry. This stemmed from his expertise as operations manager and project geophysicist with a leading international airborne geophysical contractor and background experience in the aviation industry.
With degrees from the University of Sydney in Geophysics and Applied Mathematics, a Post Graduate Diploma of Applied Finance and Investment for the Securities Institute of Australia, Mr Reid is currently working towards a Masters Degree in Mineral Economics from the Western Australian School of Mines. He also holds professional membership in the Australian Institute of Geoscientists and Society of Exploration Geophysics.
He is Director and Vice Chairman of St Andrew’s College Foundation and Director of West African Exploration Services.
CORNWALL
ADY Price at posting:
1.1¢ Sentiment: Hold Disclosure: Held
(20min delay)