announcement out !, page-2

9th May 2012
ASX Limited
Companies Announcements Platform
General Meeting of Shareholders
Pluton Resources Limited (ASX: PLV) (‘the Company’) has today released a Notice of General Meeting
and Explanatory Memorandum to Shareholders (‘Notice’) for a meeting to be held on 29 June 2012.
The Notice contains five resolutions relating to the investment by Timeone Holdings Limited (‘Timeone’)
in the Company and details of Timeone’s investment as a joint venture party to the acquisition of the legal
and beneficial interests in the Tenements, infrastructure, assets and mining operations on Cockatoo
Island in Western Australia (‘Cockatoo Island Project’).
As announced on 4 August 2011, Pluton entered into a binding term sheet (‘Term Sheet’) with Timeone,
to assist Pluton with funding requirements and future project development, exploration and growth
opportunities. On 29 September 2011, Pluton and Timeone entered into a subscription agreement in
respect of these arrangements (‘Subscription Agreement’).
Pursuant to the Term Sheet and the Subscription Agreement, Pluton agreed, subject to various
conditions being satisfied or waived, to issue up to a total of 84,507,041 Shares to Timeone at an issue
price of $0.355 per Share to raise a total of $30 million.
Resolutions 1 and 2 seek to obtain Shareholder approval in respect of the issue of 49,746,478 ordinary
shares under the Subscription Agreement. Resolutions 3, 4 and 5 seek to obtain Shareholder approval in
respect of the additional commitments that Pluton and Timeone have agreed to in respect of Timeone’s
joint venture interest in the Cockatoo Island Project.
Resolution 1 seeks shareholder approval for the ratification of 8,450,704 shares (Tranche 4A) and
5,633,803 shares (Tranche 4B) at an issue price of 35.5 cents per share (total $5 million) that has been
invested by Timeone to support Pluton’s activities on Irvine Island, and the parties entering into a joint
venture term sheet in respect of the Cockatoo Island Project. The issue of the Tranche 4B shares was
conditional upon Timeone entering into a commercial agreement with SS&T Group Corporation, in
respect of the provision of funds to Timeone for the purposes of satisfying its obligations under the
Subscription Agreement.
Resolution 2 seeks shareholder approval, as required under item 7 of section 611 of the Corporations
Act, for the issue of 35,661,971 shares (Tranche 4C) at an issue price of $0.355 per share ($12.66
million) that will take Timeone’s investment in Pluton to 29.94%. The issue of these shares is due to
occur contemporaneously with the completion of the proposed acquisition of the Cockatoo Island Project
and the proposed divestment of a 50% interest in the Cockatoo Island Project under the joint venture.
The Company appointed BDO Corporate Finance (WA) to prepare an Independent Expert’s Report, the
purpose of which was to state whether or not, in their opinion, the proposal set out in Resolution 2 is ‘fair’
and ‘reasonable’ to Shareholders not associated with the proposed placement of shares. The
Independent Expert has provided an opinion that it believes the proposal to issue the Tranche 4C shares
is not fair but reasonable to Shareholders of the Company not associated with the placement.
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As announced on 2 September 2011, Pluton has entered into a term sheet with the current lease owners
of Cockatoo Island in relation to the potential acquisition of the Cockatoo Island Project following
completion of Stage 3 mining operations. The proposed acquisition will provide important infrastructure
synergies with the Company’s Irvine Island project and will assist the Company in becoming a producer
of high grade direct shipping ore.
In consideration for the proposed acquisition, Pluton assumes responsibility for the environmental
rehabilitation of Cockatoo Island (including responsibility for remediation of contaminated land on
Cockatoo Island). Completion for the proposed acquisition, after satisfaction of the various conditions
precedent, is expected to occur in or around July 2012 with the current lease owners of Cockatoo Island
retaining access to Cockatoo Island for the purposes of completing Stage 3 mining, expected to be
completed around the end of September 2012.
On 17 May 2012, Timeone and Pluton entered into the Joint Venture Term Sheet, pursuant to which
Pluton agreed, subject to and contemporaneous with completion of the proposed acquisition and
subscription for an issue of the Tranche 4C shares, to transfer a 50% interest in the Cockatoo Island
Project (‘Cockatoo JV Interest’) to Timeone (or its nominee) and thereafter to form a joint venture with
Timeone for the purposes of developing the project (‘Joint Venture’).
Under the Joint Venture Term Sheet, Timeone has agreed to provide and maintain certain environmental
guarantees or securities as required in respect of the Cockatoo Island Project from time to time, to a
maximum value of $20,000,000; and sole fund $32,340,000 to Pluton, as manager of the Joint Venture,
in accordance with approved work programmes and budgets. Pluton has agreed to provide funding of
$10,660,000 out of the funds received from the issue of the Tranche 4C Shares (less any amounts
previously expended with Timeone’s approval) to be expended in accordance with the work programmes
and budgets.
Under the Joint Venture Term Sheet, the implications of the issue of Tranche 4C shares include the
following:
(i) Pluton will acquire the Cockatoo Island Project from the current lease holders of
Cockatoo Island;
(ii) Pluton will divest a 50% interest in the Cockatoo Island Project to Timeone and enter into
the Joint Venture with Timeone (Resolution 3);
(iii) Pluton has the right to the reacquisition of the reclaimed Cockatoo JV Interest in certain
circumstances (Resolution 4); and
(iv) Pluton will grant to Timeone the Timeone Pre-emptive Right in accordance with the terms
of the Joint Venture Term Sheet such that any person who wishes to make a takeover bid
for shares in Pluton risks acquiring Pluton in the absence of the Cockatoo Island Project
(Resolution 5).
Resolution 3 seeks shareholder approval for the disposal of the Cockatoo JV Interest to Timeone. For
the purposes of ASX Listing Rule 10.1, Timeone is a substantial holder of the Company as it has a
relevant interest in more than 10% of the total votes attached to the Company’s shares. Further, the
Independent Expert’s Report, as required by Listing Rule 10.10, concludes that the disposal of the 50%
Cockatoo interest to Timeone, as contemplated in the Joint Venture Term Sheet is fair and reasonable to
the non-associated Shareholders.
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Resolution 4 seeks shareholder approval whereby Pluton will be entitled to reacquire the reclaimed
Cockatoo JV Interest from Timeone, being the interest in the Cockatoo Island Project held by Timeone to
the extent that it exceeds Timeone’s recalculated Joint Venture interest, in the event that Timeone does
not meet the agreed cash calls in accordance with approved work programmes and budgets. Further,
the Independent Expert’s Report, as required by Listing Rule 10.10, concludes that the entitlement to
reacquire the reclaimed Cockatoo JV Interest from Timeone, as contemplated in the Joint Venture Term
Sheet is fair and reasonable to the non-associated Shareholders.
By providing the above information, Directors hope that shareholders will understand the nature and
reasons behind the proposed resolutions put to shareholders in the Notice dated 25 May 2012, for a
General Meeting to be held on 29 June 2012.
Yours sincerely,
Andrew Metcalfe
Company Secretary
Pluton Resources Limited
For more information please contact:
Tony Schoer, Managing Director 0411 232 711
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About Pluton: Pluton Resources Limited is listed on the Australian Stock Exchange (ASX Code “PLV”). Pluton has
assembled a diversified portfolio of interests in tenements in Western Australia and Tasmania. Tenements in Western Australia
are 100% owned by Pluton, which includes the Irvine Island iron ore project. Tenements located in Tasmania are prospective
for high grade or bulk tonnage copper, gold and silver. Further details on Pluton can be found at www