8 Mar 2004 EIR Equity 1 Resources NL became ADY * EIR changed to...

8 Mar 2004 EIR Equity 1 Resources NL became ADY




* EIR changed to ADY




* ADMIRALTY RESOURCES NL. - previously known as
* EQUITY 1 RESOURCES NL
* ADMIRALTY RESOURCES NL
* THUNDERBOLT RESOURCES NL
* FIVE STAR RESOURCES NL
* CORNWALL RESOURCE CORPORATION NL
* PLYMOUTH RESOURCES N.L.
* PLYMOUTH PETROLEUM RESOURCES N.L.






* ADR changed to EIR
* TBT changed to ADR
* FSR changed to TBT
* CNW changed to FSR
* PLY changed to CNW

http://www.delisted.com.au/CompanyDisplay.aspx?id=9073&ReferrerURL=http%3a%2f%2fwww.delisted.com.au%2fSearch.aspx%3fASX%3dadr%26btnSearch%3dSearch



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

http://www.takeovers.gov.au/display.asp?ContentID=93




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]

http://www.takeovers.gov.au/display.asp?ContentID=362


Apr 03, 2002 (The Australian

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

http://www.wallstreet-online.de/diskussion/709016-10-1/evening-report-gold-bonds-rise-as-war-gloom-envelopes-markets



*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)

EIR down .1c to 1.4c



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* 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.




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Thunderbolt Resources

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