KLG closes acquisition of Beutong gold project, private placement
Thursday, January 15 2015 - 12:50 AM WIB
TSX-listed Kalimantan Gold Corporation Limited (KLG) said that it has closed a private placement for C$1.19 million, completed the acquisition of a 40 percent attributable interest in the Beutong copper-gold project in Aceh, and completed the changes to management.
The company also said in a statement Wednesday that it has filed a technical report compliant with NI 43-101 to support the Beutong Mineral Resource on SEDAR titled "The Beutong copper-gold-silver-molybdenum mineralization, Aceh Indonesia" dated effective November 2014.
KLG signed in November of last year an LOI with Tigers Realm Copper Pty Ltd., a private Australian corporation within the Tigers Realm Group of companies, to purchase Tigers' 40 percent interest in the Beutong copper-gold project.
The Beutong IUP mining permit is held by PT Emas Mineral Murni (EMM), a company registered in Indonesia. PT EMM is owned 80 percent by Beutong Resources Pte Ltd. (BR), a company registered in Singapore. Tigers wholly owned subsidiary, Tigers Copper Singapore No. 1 Pte Ltd owns 50 percent of the shares of BR (for an effective 40 percent interest in the Beutong IUP).
KLG said in the Wednesday statement that the brokered private placement closed on January 12, 2015 and the company issued a total of 51,910,441 common shares for gross proceeds of C$1,193,940 at an issue price of C$0.023 per common share. The company paid aggregate fees to brokers who introduced the company to private placement investors of C$29,350. The private placement was not conducted in North America and as such the TSX Venture Exchange has granted a discretionary waiver to its minimum pricing rules. The 50,910,441 shares issued outside of the CREST system in London are restricted from trading in Canada through the TSX Venture Exchange until May 13, 2015.
The participating investors include clients of the company's UK broker, VSA Capital Limited, along with other investors from Australia and Asia.
The acquisition of the Beutong Project closed effective January 12, 2015 and the company issued the vendor 171,407,156 KLG common shares and 14,675,000 KLG common share purchase warrants. The proceeds from the private placement exceeded the US$1 million minimum requirement. The consideration warrants are priced from C$0.06 to C$0.12 per share and will expire from June 4, 2016 to April 13, 2019.
Following completion of the acquisition, the consideration shares were distributed on a pro-rata basis to the shareholders in the ultimate parent company of the vendor being Tigers Realm Metals Pty Ltd. and the consideration warrants were distributed on a pro-rata basis to the option holders of Tiger's. The consideration shares and consideration warrants are restricted from trading in Canada through the TSX Venture Exchange until May 13, 2015.
The placement shares and the consideration shares will be fully paid and will rank pari passu in all respects with the existing common shares in the company. Application has been made for the placement shares and the consideration shares to be admitted to trading on AIM (Admission) and to be listed on the TSX Venture Exchange. It is expected that Admission will become effective and that dealings in the placement shares and consideration shares will commence on January 14, 2015. The total number of KLG common shares in issue following completion of the placement and the acquisition will be 394,724,753.
KLG also noted that Tony Manini, Peter Pollard and Stephen Hughes, directors of the company, participated in the above placement on exactly the same terms as all other investors.
With effect on January 12, 2015, the board of directors welcomed Tony Manini as a Director of KLG and as Deputy Chairman and Chief Executive Officer in place of Faldi Ismail who will stay on as a Director of the company.
Doris Meyer resigned as a director on January 12, 2015 to create the vacancy for Manini and will stay on as Corporate Secretary. Mansur Geiger will assume his new role as Vice President Indonesia and Stephen Hughes, currently a director of the company, will assume his new role as Vice President Exploration. The directors of the company are now Peter Pollard, Chairman, Tony Manini, Deputy Chairman and CEO, Faldi Ismail, Stephen Hughes and Raynard von Hahn.
It is intended that the proceeds of the private placement will be used to fund the preparation and commencement of the company's next phase of infill and expansion drilling at KLG's Beruang Kanan prospect within the company's KSK Contract of Work in Kalimantan, on finalizing conversion of the Beutong Izin Usaha Pertambangan (IUP) from an exploration IUP to an exploitation IUP and for general working capital purposes.
In connection with the closing of the aacquisition, Tigers, of Melbourne, Victoria, Australia acquired ownership and control over all of the consideration shares a value of C$0.023 per consideration share. Prior to the acquisition, Tiger held no securities of the company, and on closing of the acquisition, held all 171,407,156 consideration shares representing approximately 43.4 percent of the 394,724,753 common shares of company issued and outstanding upon completion of the acquisition and the issue of the placement shares. On completion of the distribution, Tiger held no securities of the company and Tigers Realm Minerals Pty Ltd (TR Minerals) of Melbourne, Victoria, Australia acquired and held a total of 59,832,600 common shares (the minerals shares) of the company, representing approximately 15.2 percent of the 394,724,753 issued and outstanding common shares of company.
Tigers acquired the consideration shares for the purpose of effecting the acquisition and for investment purposes and the Minerals Shares are held by TR Minerals for investment purposes. Neither Tiger nor TR Minerals have any present intention to acquire further securities of the company, although either Tiger or TR Minerals may in the future participate in financings and/or acquire or dispose of securities of the company in the market, privately, or otherwise, as circumstances or market conditions warrant.
Editing by Reiner Simanjuntak