haddinton to acquire minvest

17 April 2007 ASX ANNOUNCEMENT
HADDINGTON TO ACQUIRE PROFITABLE SERVICES AND
MINERALS GROUP
• Haddington to acquire Minvest International Corporation, a profitable
diversified services and minerals group with operations in Australia,
Indonesia and Madagascar.
• The services business includes drilling, geophysics, project assessment
and management and has generated EBITDA of approximately A$3 million.
• The combined mineral portfolio will include uranium, coal, lignite,
tantalum, gold and garnet in Australia, Madagascar and Indonesia.
• The combination of the two businesses will create a vertically integrated
resources company with a strong cash flow and a large portfolio of highly
prospective tenements.
• The acquisition is subject to due diligence and shareholder approval.
Haddington (ASX: HDN) is pleased to announce that it has entered into an
agreement to acquire all of the issued shares of Minvest International Corporation
(Minvest), an unlisted diversified services and minerals group with operations in
Australia, Indonesia and Madagascar.
Under the agreement, which is subject to satisfactory completion of due diligence
and shareholder approval by 31st May 2007, Haddington will issue 45.6 million
shares as consideration to Minvest shareholders who will enter into a voluntary
escrow in respect of these shares for a period of between two and three years,
providing strong incentive to Minvest principals to continue to drive the value of the
merged business.
The Directors of Haddington strongly endorse the transaction which will transform
the Company into a diversified resources group with a substantial cash flow and a
large portfolio of prospective mineral projects.
The Minvest Group has reported an average un-audited EBITDA of approximately $3
million per year since 2005 and expects its operations to grow into the future.This
cash flow will significantly enhance Haddington’s ability to explore its mineral
projects.
HADDINGTON RESOURCES LIMITED 17th April 2007
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In addition to the services businesses, Haddington will assume the Minvest portfolio
of mineral projects which together with Haddington’s existing portfolio of mineral
assets, will provide Haddington with a large inventory of exploration projects across
a range of commodities and will provide a new direction for its exploration efforts.
Uranium (Madagascar, 80%)
Minvest Madagascar SA, an 80% subsidiary of Minvest, has title over three uranium
areas comprising 1,300 square kilometres in the south of Madagascar. The areas
are at an early stage of exploration, however, airborne radiometric carried out by the
French Commissariat a l’Energie Atomique and the United Nations Special Fund has
identified radioactive anomalies which were confirmed by Minvest through its follow
up ground reconnaissance.
Gold (Madagascar 100%)
Minvest Madagascar has a 100% interest in a gold lease at Antanimbary, to the
north of the capital Antananarivo. Exploration by others to date has revealed a high
grade gossanous quartz gold anomaly where drilling has intersected two quartz
mineralized zones with elevated gold values.
Coal (Madagascar, 100%)
Minvest Madagascar has several coal leases in the well known Sakoa coal region.
Historic resource estimates for the entire region have ranged from several hundred
million tonnes to the French Bureau of Research Geology and Mines’ (BRGM)
estimate of as high as two billion tonnes.
Most of the region is generally under-explored with historical work focused on a
relatively small area in the vicinity of the old Sakoa mine. Minvest is investigating the
possibility of utilising its Sakoa coal areas as a domestic fuel source for power
generation and has tendered a proposal to the Government of Madagascar for the
development of a coal mine and power station at Sakoa.
Lignite (Madagascar 100%)
Minvest Madagascar has a lease over part of a known lignite area at Antanifotsy,
some 150 km south of the capital, Antananarivo. Minvest has carried out preliminary
exploration work on the area and is working in co-operation with adjacent lease
holders for joint development of the lignite resource to supply a lignite fired power
station for Antananarivo.
MANAGEMENT & BOARD CHANGES
Colin McCavana will continue in his role as Managing Director.
The existing board of Haddington will be complemented by the appointment of Mr
David Mason, currently General Manager of Minvest, as Director of Operations and
the appointment of an additional independent non executive director.
ABOUT MINVEST
Minvest is a diversified group providing a range of mining services. Its principals
have significant international experience and expertise and have a successful track
HADDINGTON RESOURCES LIMITED 17th April 2007
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record in all facets of resource exploration and mining, including the discovery and
development of a number of medium and large scale coal mines in Indonesia.
The services business provides a range of mineral services, ranging from contract
drilling, geophysical services, project assessment and project management to
advanced geological computer modelling and mine planning.
Its clients have included prominent mining and energy companies such as BHP
Billiton, Xstrata, Anglo, Origin Energy, Bumi Resources and New Hope Corporation
at the mines of Adaro, Arutmin, Kaltim Prima in Indonesia and Oaky Creek, Moura,
Blackwater, Norwich Park, Crinum and Goonyella in Australia.
In recent years the group has moved towards mine ownership and management in
its own right. A new business plan has been implemented to meet these objectives
and accordingly a number of mineral projects have been acquired.
ABOUT HADDINGTON
Haddington listed in July 2001 on the back of a licence agreement with Sons of
Gwalia for the development of the Bald Hill Tantalum Mine. The Bald Hill project
was brought into production on time and within budget and Haddington subsequently
became a successful tantalum producer, supplying approximately 5% of world
production.
The demise of Sons of Gwalia in 2004 resulted in some major structural changes to
the tantalum industry. Low cost production from central and eastern Africa has also
depressed tantalite prices and demand for higher cost concentrates has reduced
markedly.
These factors have made the Company’s remaining tantalite resources marginal,
therefore, it is looking to other mineral opportunities for its future development.
The Company has also built a substantial portfolio of exploration tenements around
its tantalum business. These tenements have also exhibited potential for other
mineral occurrences. The recent announcement on the Shoobridge uranium areas
highlights this potential.
The directors believe that the Minvest transaction provides Haddington with an
outstanding opportunity, through the combined large and diverse mineral exploration
portfolio and the re-establishment of substantial cash flow, to emulate its previous
success as a miner.
ON BEHALF OF THE BOARD OF DIRECTORS OF
HADDINGTON RESOURCES LIMITED.
Colin McCavana
Managing Director
Telephone +61 8 9488 5100