Not doing anything by halves is Twiggy...
Sounds good to me.
Pete.
ASX Announcement 4 April 2007
Niagara Mining Reorganisation
Niagara Mining is pleased to announce a reorganisation that will enable it to
aggressively pursue the objective of becoming a significant independent
nickel producer.
The driver of the reorganisation will be the appointment and involvement of
senior leadership which will significantly strengthen and consolidate the
Company’s previously stated exploration and production objectives by the
injection of:
• Technical and administrative management
• Geological expertise
• Project design capability
• Operations expertise
• Finance management
• Marketing expertise in nickel metal
• Exposure to global investment markets
As a result of the above, the Company has already secured diamond drilling
rigs not previously available to it and will be conducting a detailed review of
the available nickel resources and targets to implement the above objective of
becoming a significant independent nickel producer.
A fundamental part of the reorganisation of Niagara is an appropriate capital
structure. To achieve this, the Company will consolidate all its securities on a
1:2 basis which will result in the Company’s existing issued securities of 334
million being reduced to 167 million.
To achieve its objectives, the Company has reached agreement with Mr
Andrew Forrest to become non-executive Chairman, subject to approval at
the Shareholders meeting.
Mr Forrest and his associates are to take a placement of 5.5 million postconsolidation
shares at A$0.40 to raise A$2.2 million and accept an incentive
based issue of 117.5 million post-consolidation options.
Unit 8, Level 1, Churchill Court
331-335 Hay Street
Subiaco WA 6008
PO Box 190
West Perth WA 6872
Tel: +61 8 9382 8799
Fax: +61 8 9382 4760
ABN 60 060 525 206
The options are exercisable in five tranches at A$0.40 when the shares trade
at significant premiums at or above A$0.60, A$0.70, A$0.80, A$0.90 and
A$1.00 for five consecutive post-consolidation trading days.
The appointment marks an exciting development for Niagara Mining and the
consolidation of development plans for the Company’s positioning within the
booming nickel market. Niagara Mining holds the historic Mount Windarra
mining leases acquired from WMC Resources in 2005. The area hosts the
iconic Poseidon mine around which the nickel boom of the 1970s was built.
The Company has a large initial target of 70,000 nickel metal tonnes which
includes high grade nickel sulphide zones located beneath the old Mount
Windarra workings which have been the subject of diamond drilling by
Niagara in 2006.
With the appointment of Mr Forrest, further enhancements to the proposed
Board are:
Mr Chris Indermaur who was the Engineering and Contracts Manager
for Queensland Nickel (“QNI”) at Yabulu, and was subsequently
Commercial Manager and Company Secretary at Queensland Alumina
(“QAL”) at Gladstone and is currently Executive General Manager for
Strategy and Development for Alinta Ltd will be appointed as a Non-
Executive Director subject to approval at the Shareholders meeting.
Mr Richard Monti joins the Board as a Non-Executive Director of the
Company, effective immediately. Mr Monti, a highly experienced
geologist, has previously worked with Mr Forrest as Head of
Exploration and Geology prior to his appointment as Head of Marketing
of the Murrin Murrin Nickel Cobalt operation and has extensive
experience on other significant projects.
Mr Douglas Daws, the present Chairman, will work with Mr Forrest until
at least the General Meeting of shareholders and the ratification of Mr
Forrest’s appointment.
Mr Christopher Daws will continue his role as Chief Executive Officer.
As part of the reorganisation the company will seek to appoint a new
Chief Executive Officer.
Current Non-Executive Director, Mr Bruno Sceresini will stand down
from the Board, effective immediately, but will continue his role in the
development of the Oxide Heap Leach program at Windarra.
Mr Peter Landau, Non Executive Director, has resigned from the
Board, effective immediately.
Unit 8, Level 1, Churchill Court
331-335 Hay Street
Subiaco WA 6008
PO Box 190
West Perth WA 6872
Tel: +61 8 9382 8799
Fax: +61 8 9382 4760
ABN 60 060 525 206
Mr Douglas Daws, said “the introduction of Andrew’s team and the
tremendous industrial strength which comes with that into Niagara represents
a clear opportunity for the development of a major new independent
Australian nickel producer. The Windarra mining leases contain two
significant mined nickel deposits, existing infrastructure for mine
redevelopment and a first class geological setting providing outstanding
exploration potential. We will be aiming to take the project from exploration to
production expeditiously with the right capitalisation and leadership.”
The reorganisation outlined in this announcement is subject to all necessary
approvals, including shareholder approvals. The Company will seek to
dispatch the Notice of Meeting materials (including an Independent Expert’s
Report) as soon as practicable and envisages that the shareholders meeting
will be held by mid-June 2007.
The detailed terms and conditions are attached as an Appendix.
Niagara is hosting a teleconference call at 2.00pm WST. To dial in call
1800 555 618 to participate.
Douglas C. Daws
EXECUTIVE CHAIRMAN
Note: The information in this report that relates to exploration results is based on information compiled by Mr
Mick Elias, consulting geologist, who is a Fellow of the Australian Institute of Mining and Metallurgy. He has
sufficient experience which is relevant to the style of mineralization and type of deposit under consideration, and to
the activity undertaken. He is qualified as a competent person as defined in the 2004 Edition of the “Australian Code
for Reporting Exploration Results, Mineral Resources and Ore Reserves”. He has consented to the inclusion of this
information in the form and context in which it appears. The Australian Stock Exchange has not received and does
not accept responsibility for the accuracy or adequacy of this release
1
Appendix
Options issued to Mr Andrew Forrest
The following options will be issued by the Company post-consolidation to Mr Andrew Forrest (or
his nominee/s):
(a) 35 million options at an exercise price of $0.40 each, which are exercisable if the weighted
average price of ordinary fully paid shares in the Company is at least $0.60 for 5 consecutive
trading days and which expire on the date which is 5 years from the date of their issue;
(b) 20 million options at an exercise price of $0.40 each, which are exercisable if the weighted
average price of ordinary fully paid shares in the Company is at least $0.70 for 5 consecutive
trading days and which expire on the date which is 5 years from the date of their issue;
(c) 20 million options at an exercise price of $0.40 each, which are exercisable if the weighted
average price of ordinary fully paid shares in the Company is at least $0.80 for 5 consecutive
trading days and which expire on the date which is 5 years from the date of their issue;
(d) 20 million options at an exercise price of $0.40 each which are exercisable if the weighted
average price of ordinary fully paid shares in the Company is at least $0.90 for 5 consecutive
trading days and which expire on the date which is 5 years from the date of their issue; and
(e) 20 million options at an exercise price of $0.40 each which are exercisable if the weighted
average price of ordinary fully paid shares in the Company is at least $1.00 for 5 consecutive
trading days and which expire on the date which is 5 years from the date of their issue.
Options issued to Mr Forrest's associates
The following options will be issued by the Company post-consolidation to Mr Forrest's associates
(or their nominee/s):
(a) 0.5 million options at an exercise price of $0.40 each, which are exercisable if the weighted
average price of ordinary fully paid shares in the Company is at least $0.60 for 5 consecutive
trading days and which expire on the date which is 5 years from the date of their issue;
(b) 0.5 million options at an exercise price of $0.40 each, which are exercisable if the weighted
average price of ordinary fully paid shares in the Company is at least $0.70 for 5 consecutive
trading days and which expire on the date which is 5 years from the date of their issue;
(c) 0.5 million options at an exercise price of $0.40 each, which are exercisable if the weighted
average price of ordinary fully paid shares in the Company is at least $0.80 for 5 consecutive
trading days and which expire on the date which is 5 years from the date of their issue;
(d) 0.5 million options at an exercise price of $0.40 each which are exercisable if the weighted
average price of ordinary fully paid shares in the Company is at least $0.90 for 5 consecutive
trading days and which expire on the date which is 5 years from the date of their issue; and
(e) 0.5 million options at an exercise price of $0.40 each which are exercisable if the weighted
average price of ordinary fully paid shares in the Company is at least $1.00 for 5 consecutive
trading days and which expire on the date which is 5 years from the date of their issue.
Niagara Current Capital Structure
Fully Paid
Shares
Partly Paid
Shares
Listed Options
(Dec 2009) -
ASX Code:
NIAO
Listed Options
(Dec 2011) -
ASX Code:
NIAOA
Unlisted
Options - (June
2008)
Unlisted
Options (Dec
2015)
269,658,483 14,637,200 19,390,791 19,390,791 4,000,000 7,000,000
2
Niagara Capital Structure Post-Consolidation
Fully Paid
Shares
Partly Paid
Shares
Listed
Options
(Dec 2009)
- ASX
Code:
NIAO
Listed
Options
(Dec 2011) -
ASX
Code:NIAO
A
Unlisted
Options -
(June 2008)
Unlisted
Options
(Dec 2015)
Forrest
Options
Forrest
Associate
Options
145,818,192 1,829,650 11,195,395 11,195,395 2,000,000 3,500,000 115,000,000 2,500,000
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