NIA niagara mining limited

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    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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