Introduction to AIM
Medoro Resources Ltd
02 March 2004
MEDORO RESOURCES LTD.
Admission to trading on the Alternative Investment Market of the London Stock
Exchange
INTRODUCTION
The Directors of Medoro Resources Ltd. are pleased to announce the commencement
of trading in the Company's Common Shares on AIM and the TSX Venture today.
Medoro Resources Ltd. is a European gold exploration and development company.
Its current principal activity is the exploitation of its interests on the
Italian island of Sardinia through its operating subsidiary Sardinia Gold.
Sardinia Gold, a 90%:10% joint venture with Progemisa, commenced activities in
1995 following the discovery of epithermal gold mineralisation at Furtei, in the
south of Sardinia, and Osilo, in the north of Sardinia, by the University of
Cagliari in 1988. After completing resource drilling and feasibility studies at
Furtei, Sardinia Gold commissioned a mine on the Furtei property in 1997.
Operations at Furtei are currently suspended pending further work on the
economic viability of the mine. At Osilo, Sardinia Gold is planning underground
trial mining to obtain test samplings on two of twenty known veins. In addition,
Sardinia Gold geologists have identified numerous exploration targets over
Sardinia. Sardinia Gold's principal exploration target is the recently
discovered Monte Ollasteddu prospect.
The Directors will also consider other appropriate exploration and development
opportunities elsewhere in Europe, consistent with the Company's financial,
technical and political expertise.
BACKGROUND AND HISTORY
Medoro was created through the Amalgamation of GMS Canada, the principal
subsidiary of Gold Mines of Sardinia plc, a company quoted on AIM and
incorporated in England and Wales, with Full Riches Investments Ltd., a company
listed on the TSX Venture and incorporated under the laws of the province of
British Columbia, Canada and continued under the YBCA.
Pursuant to the Amalgamation Agreement, GMS incorporated GMS Canada under the
YBCA. Pursuant to the terms of the Amalgamation Agreement, GMS completed the GMS
Reorganisation by selling the shares of its wholly-owned subsidiary, GMS
Australia, to GMS Canada in consideration for an aggregate of 38,726,261 shares
of GMS Canada. Full Riches continued under the YBCA, and was amalgamated with
GMS Canada to form a new corporation, being Medoro. Pursuant to the terms of the
Amalgamation: (i) GMS, as the sole shareholder of GMS Canada, arranged for the
distribution to GMS shareholders of Medoro Common Shares representing, in
aggregate, approximately 50% of the issued and outstanding Medoro Common Shares
(on a fully diluted basis); and (ii) the shareholders of Full Riches Investments
received Medoro Common Shares representing, in aggregate, approximately 50% of
the issued and outstanding Medoro Common Shares (on a fully diluted basis) as at
the date of Admission.
The entity formed through the business combination, Medoro Resources Ltd., has
been formed under the laws of the Yukon Territory, Canada and will have its
shares quoted on AIM and the TSX Venture.
SUMMARY OF THE MEDORO PROPERTIES
Furtei project
The Furtei project comprises a mining concession, one research permit and one
exploration licence, covering a total of 6,085 hectares (the 'Furtei
project'). The Furtei project is located in south central Sardinia,
approximately 40 kilometres north of the city of Cagliari between the towns of
Furtei and Serrenti.
The Furtei deposit was explored between 1988 and 1991, through a regional
exploration campaign conducted by Progemisa. Four outcropping deposits were
identified, Monte S. Miali, Monte S. Miali Est, Is Concas and Sa Perrima.
Between 1989 and 1992, approximately 14,000 metres of diamond drilling and 5,000
metres of reverse circulation (RC) drilling were completed to evaluate the
deposit. An additional 8,000 metres of diamond drilling and 15,000 metres of RC
drilling were completed by Sardinia Gold. GMS Australia formed a joint venture
agreement with Progemisa in 1993, creating Sardinia Gold. After completing
resource drilling and feasibility studies at Furtei, Sardinia Gold constructed a
carbon-in-leach (CIL) plant, mill and tailings structure, developed the property
for production and commenced open pit mining and milling of oxide reserves in
1997. In addition, low grade, run-of-mine material was processed by heap
leaching on a pad adjacent to the mill. A flotation circuit was constructed
during 2000 and commissioned in April 2001 to treat refractory sulphide ores
accessible in the open pits beneath the oxide material. Until early 2001, mill
feed was solely oxide material. During 2001, mining passed through transitional
zones and arrived at the sulphide zones in mid 2001. Most of the exploration
activity during the period to the end of 2002 was focused on discovering near
surface resources (preferably oxide ore) to maintain mining operations. The mine
ceased production in February 2003 after all economic open pit ore sources were
mined and oxide resources were depleted, pending a decision to exploit sulphide
mineralisation from underground operations. Sardinia Gold has evaluated possible
underground mining of known sulphide resources lying beneath the exhausted
surface pits. Internal studies have shown this to be marginally economic and
dependent upon potential local government grants, due to the small amount of
mineable reserve, the capital requirement and the revenue expected from the sale
of sulphide concentrate.
With the depletion of the oxide resource, GMS commissioned consulting geologists
to undertake and supervise a micro gravity and self-potential (SP) survey on the
Furtei project with the objective of identifying new targets for exploration.
The consultants mapped in detail the geology and alteration of the Furtei
volcanic complex. In addition to the work conducted by the consulting
geologists, GMS in-house geological staff conducted a detailed review of
previous geochemical and geophysical surveys, including soil sampling, ground
magnetics, IP surveys, alteration mapping and LandSat Image interpretation.
A total of 28 new targets in and around the Furtei mine corridor were generated
from this work. These targets are to be tested by Sargold, a TSX Venture listed
exploration company, earning a 45% interest in the Furtei project by spending
€15 million on exploration and development on the Furtei project over 8 years.
Osilo project
The Osilo project is situated in the north western part of the Island of
Sardinia and surrounds the historic town of Osilo. Exploration in the Osilo area
was initially conducted by Progemisa. Sardinia Gold, subsequent to agreement
with Progemisa, has been exploring the extensive low sulphidation, epithermal
vein systems in the Osilo region since 1995. Five principal vein areas have been
explored by Progemisa and Sardinia Gold to date. Historical resources were
estimated according to JORC code in 2000 on the Pala Edra, Bunnari, Fieldies, Sa
Pala De Sa Fae and Pedra Bianca vein systems by Sardinia Gold. A trial mining
programme to extract ore from underground mining methods has been proposed at
the Pala Edra and Bunnari prospects in preparation for subsequent full scale
mining on these veins.
The southern edge of the tenements covering a subterranean water drainage area
is currently restricted to exploration due to conflict with a mineral
spring-water bottling plant. This restriction currently hampers exploration of
one prospective target area on the Pedra Carnarza Vein system and exploration
over approximately one third of the southern part of the Osilo tenements.
Monte Ollasteddu project
The Monte Ollasteddu prospect is located 50 kilometres north east of Cagliari
and 12 kilometres south of the town of Perdasdefogu in east central Sardinia.
The property is located along the incised and precipitous flanks of the southern
margin of an elevated tableland at an elevation of 600 metres above sea level.
Sardinia Gold geologists discovered the Monte Ollasteddu gold prospect in the
Eastern Palaeozoics in September/October 2000.
The property is held by Sardinia Gold under three research permits (one granted
and two in application) and lies along the south-western limits of a military
reservation. A research permit, which would allow drilling programs in the area,
has been granted but finalisation of all approvals providing access to the area
is still pending.
The tenement for Monte Ollasteddu has been granted by the Italian Mines
Department. However, drill permit access to the prospect is presently awaiting
formal approval from the Ministry of Defence in Rome. Paved road access comes to
within 2 kilometres of the area on the northern side of the plateau and an
unpaved and sinuous track provides poor access to the south of the property at
the base of the valley. Road access to the northern side of the property is
possible year-round but only with military permission.
The property was optioned to Homestake Mining Company of California
(''Homestake'') (now a subsidiary of Barrick Gold Corporation) in 2002. The
option was terminated during 2003. The property was subsequently optioned to
Bolivar in September 2003. Bolivar has entered into a letter of intent with Gold
Fields Limited on 10 October 2003, concerning the property.
Other exploration
On 10 February 2004, GMS Canada signed a letter of intent with Orogen which has
been assumed by the Company pursuant to the Amalgamation. Under the letter of
intent, the Company has agreed that SGM will grant to Orogen options over
certain of its properties in Sardinia not currently under option to Bolivar,
Sargold or any third party. Orogen will have a period of 12 months to perform
preliminary evaluations on the properties, including geological testing and
exploratory drilling, during which period Orogen may nominate those properties
which will be subject to the options granted by SGM. Orogen will have a right to
acquire up to a 70% interest in each of the properties, with 50% to be earned
upon completion by Orogen of a pre-feasibility study on a property and an
additional 20% to be earned upon completion by Orogen of a bankable feasibility
study on such property. Upon completion of a bankable feasibility on a property,
Orogen and SGM will each be responsible for funding further exploration,
development and other work on the property in accordance with their respective
percentage interests. Any interest earned by Orogen in a property will be
subject to Progemisa's 10% interest.
STRATEGY AND DEVELOPMENT PLANS
The business model
The Medoro business model is to explore for gold and, where appropriate, develop
gold mines in Sardinia, and elsewhere in Europe. This would be accomplished with
heavy reliance on the establishment of joint ventures with strategic partners to
fund a significant portion of the exploration and development costs, utilising
their experience and resources. The Directors believe that the focus on using
partners' financial and technological resources reduces risk and increases
opportunities to enhance shareholder value.
Application of the business model in Sardinia
In the context of Medoro's Sardinian assets, held through SGM, its Italian
subsidiary, the joint venture partners are: Sargold, funding exploration and
development in the Furtei area; Bolivar, in conjunction with Gold Fields
Limited, funding exploration and development at the Monte Ollasteddu prospect
and Orogen funding all other exploration on the island.
The Directors are satisfied that the board of SGM, chaired by Giuseppe Pozzo,
now has the right balance of technical, financial and political capability to
exploit what they believe to be the excellent potential of Sardinia.
SGM has clearly demonstrated that extractable gold is present on the island;
over 130,000 ounces were produced from its first open-pit mine and there are
opportunities to explore for new sources of mineable reserves.
Extending the business model beyond Sardinia
The Medoro business model means that the Company has relatively few costs to
cover. It therefore has the opportunity to prospect, discover and secure new
prospects, whilst its partners fund exploration of existing properties.
The Directors intend to look elsewhere in Italy, as well as throughout Europe,
for opportunities consistent with the Company's financial, technical and
political expertise.
CURRENT TRADING AND PROSPECTS
The Company's current principal activity is the exploitation of its interests in
Sardinia, through its
operating subsidiary SGM. In the future, however, the Company anticipates
limited revenue streams from its mining operations in Sardinia and will instead
focus more on exploration, both on its properties in Sardinia and elsewhere in
Europe.
DIRECTORS AND SENIOR MANAGEMENT
Directors
Giuseppe Pozzo (Italian) (Director, President and Chief Executive), Age: 44
Mr Pozzo studied Law and Political Science at Turin University. He was elected
to the Regional Parliament of Piemonte in 2000 and has been a councillor for the
city of Settimo Torinese since 1999. He is currently Managing Director of
NextCom S.r.L.; President of SGM and Vice-President of the Piemonte Regional
Advisory Group of the Forza Italia party. He was formerly President of Chind
SpA, Managing Director of GEORESTA S.r.L. and of GEO, RES S.r.L. and has a
background in journalism and publishing.
Gordon Bruce Keep (Canadian) (Non-executive Director), Age: 47
Mr Keep has been President and a director of Full Riches Investments since 15
April 2003. Mr Keep is the Managing Director, Corporate Finance, of Endeavour
Financial. Previously, he held positions as Senior Vice President of Lions Gate
Entertainment Corp. and Vice President of Corporate Finance with Yorkton
Securities Inc.
Serafino Iacono (Italian) (Non-executive Director), Age: 43
Mr Iacono is Chairman and Chief Executive Officer of Bolivar. Mr Iacono has also
held directorship positions at Bolivar Goldfields Ltd and Gran Colombia
Resources Inc. He resigned from Bolivar Goldfields in October 2001 and from Gran
Colombia in October 2000 as a result of a change in business in each of these
two companies. He is also a director of GMS and SGM.
Jose Francisco Arata (Italian) (Non-executive Director), Age: 45
Mr Arata is Vice-President, Exploration and a director of Bolivar. Mr Arata has
also held a directorship at Chivor Emerald Corporation, from which he resigned
in May 1998. He is also a director of GMS and SGM.
Jon Pither (British) (Non-executive Director), Age: 69
Mr Pither is a graduate of Cambridge University and is Chairman of Active
Capital Trust plc. He was formerly the Managing Director of Amari plc, a
director of Selection Trust plc, a director of the London Metal Exchange, a
Council Member of the CBI, and President of the Aluminium Federation. He is also
a director and Chairman of GMS.
Martin Groak (British) (Non-executive Director), Age: 53
Mr Groak is a chartered accountant with an economics degree from London
University. He is
multi-lingual with an extensive background in international financial
management. His main business experience has been in the metals, logistics and
energy sectors. He was formerly Finance Director of the Primary Industries Group
and is currently a director of The AiM VCT plc and Marker Management Services
Ltd. He is also a director of GMS and SGM.
Miguel de la Campa (Spanish) (Non-executive Director), Age: 59
Mr de la Campa has been President, Chief Operating Officer and a director of
Bolivar since
September 2002. From September 1993 to October 2001, Mr de la Campa's principal
occupation was as Executive Director of Bolivar Goldfields Ltd (now Bluepoint
Data Storage Inc.). He is also a director of SGM.
Neil Woodyer (British) (Non-executive Director), Age: 60
Mr Woodyer is a Fellow of the Institute of Chartered Accountants of England and
Wales. Mr Woodyer founded Endeavour Financial Corporation in 1988 and has been
its Managing Director since inception, where he is responsible for directing
advisory mandates and investment-related services.
Senior Management
Michael Davies (Canadian) (Chief Financial Officer), Age 43
Mr Davies qualified as a Chartered Accountant and has 20 years' experience in
senior positions in mining, manufacturing, communications, transportation,
entertainment and distribution companies. Mr Davies also has extensive Canadian
and U.S. public company experience. Before joining Medoro he was Chief Financial
Officer, Treasurer and Assistant Corporate Secretary at Century II Holdings Inc.
He has also previously worked for Amtelecom Income Fund, The Garland Group, IMAX
Corporation, LAC Minerals Ltd. and Pamour Group.
Stephen John Nicol (Australian) (Managing Director, SGM), Age: 40
Mr Nicol holds a Bachelor of Science degree (Hons.) in Mining Engineering from
the University of New South Wales. He has over 15 years experience in
metalliferous mining and exploration operations, principally gold, with
particular focus on underground mining. Mr Nicol has in excess of 5 years
operating experience in Sardinia, including being the mine manager of the Furtei
mine since 2000 and managing director of SGM since 2002.
Jeff Rayner (Australian), (Exploration Manager), Age: 39
Mr Rayner holds a Bachelor of Science degree (Hons.) in geology from the
University of Melbourne and is a member of the AUSIMM and the Society of
Economic Geologists. He has over 17 years' experience in mining and exploration
for gold and has previously worked for BHP Gold and Newcrest Mining in Australia
and Asia. He has been the manager of exploration in Sardinia for the Gold Mines
of Sardinia group since 1998.
DIVIDEND POLICY
Any future decision to declare dividends on the Common Shares will be made by
the Directors depending upon the financial requirements of Medoro to finance
growth, the financial condition of Medoro and other factors which they may
consider appropriate in the circumstances. Medoro anticipates that future
earnings will be retained for the development of its business and does not
anticipate the payment of dividends to Shareholders for the foreseeable future.
CORPORATE GOVERNANCE
As the Company will be admitted to AIM, it is not required to comply with the
Combined Code on the Principles of Good Governance and Code of Best Practice
(the ''Combined Code''). However, the Directors intend to implement such steps
(having regard to the size and current stage of development of the Company) to
comply with the Combined Code, so far as it is practicable, taking into account
that it is a company created under the laws of a Canadian jurisdiction and
listed on the TSX Venture with existing corporate governance procedures in
place.
The Board has responsibility for the stewardship of the Company, oversees the
management and operations of the business of the Company and supervises
management, which is responsible for day-to-day conduct of the Company's
business. The Board establishes the overall policies for the Company and
monitors and evaluates the Company's strategic direction and retains plenary
powers for those functions not specifically delegated by it to executive
management. The Board of Directors will hold at least 4 board meetings
throughout the year at which it will receive reports relating to the Company's
operation and consider the Company's financial reports.
The Company has established three Board committees, namely the Compensation
Committee, the Corporate Governance and Nomination Committee and the Audit
Committee.
The Compensation Committee consists of Miguel de la Campa, Serafino Iacono and
Neil Woodyer, each of whom are non-executive directors. The mandate of this
committee will be to review and make recommendations to the Board of Directors
in respect to the level of remuneration and other compensation (including share
options) to be made available to the executive officers of the Company.
The Corporate Governance and Nomination Committee consists of Miguel de la
Campa, Serafino Iacono and Gordon Keep, each of whom are non-executive
directors. The mandate of this committee will be to oversee corporate governance
issues and compliance and to consider nominations to the Board.
The Audit Committee is comprised of Miguel de la Campa, Jose Francisco Arata and
Neil Woodyer, each of whom are non executive directors. It will be mandated to
review audit functions and the financial statements.
The Company has adopted and will operate a share dealing code for Directors and
applicable employees and will take reasonable steps to ensure their compliance
with AIM Rules on share dealing.
SHARE DISTRIBUTION AFTER ADMISSION
Under the Amalgamation Agreement, GMS is entitled to receive 38,726,261 Common
Shares in exchange for all the issued and outstanding shares in GMS Canada.
These Common Shares will be distributed to shareholders of GMS pursuant to the
Distribution.
DEALING AND SETTLEMENT
Share certificates and CREST
It is anticipated that Shareholders will receive Medoro share certificates by 5
March 2004. Currently the Common Shares cannot be held in uncertificated form;
that is, within CREST. However, the Directors have made arrangements for the
Common Shares to be held in CREST and such arrangements are expected to be
completed within 1 month of Admission. Following completion of these
arrangements, any Shareholders wishing to hold their stock through CREST can do
so by lodging their share certificate and a CREST transfer form with their
stockbroker or other CREST member.
CREST is a computerised, paperless, share transfer and settlement system, which
allows shares and other securities to be held in electronic rather than paper
form. CREST is a voluntary system and Shareholders who wish to retain
certificates will be able to do so.
LOCK-IN AND ORDERLY MARKET ARRANGEMENTS
No lock-in or orderly market arrangements have been agreed nor are they required
pursuant to the AIM Rules. Accordingly, the Directors are, subject to the
requirements of the AIM Rules and the Company's share dealing code, free to
dispose of any of their respective interests in Common Shares held at the time
of Admission (or any Common Shares issued pursuant to the exercise of options or
warrants). However, Shareholders should note that pursuant to the policies of
the TSX Venture, a total of 3,000,000 Common Shares owned by Jose Francisco
Arata and NextCom Italia S.r.L., a company related to Giuseppe Pozzo, have been
placed in escrow and will be released over an 18 month period.
LEGAL AND REGULATORY ISSUES
Shareholders should note that, as a Canadian corporation, Medoro will not be
subject to rights of
pre-emption. However, there are broad shareholder protections under Canadian
corporate law, ensuring that the Board acts in a way that is not oppressive to
the common shareholder or in breach of its fiduciary obligations. Shareholders
should also note that, as a Canadian corporation, the Medoro Common Shares will
not be subject to the provisions of the UK City Code on Takeovers and Mergers,
even where the Common Shares are traded on AIM. Medoro will be regulated by the
relevant Canadian law.
THE AIM ADMISSION DOCUMENT
Copies of the AIM Admission document dated 26 February 2004 are available to the
public during normal business hours on any weekday (Saturdays and public
holidays excepted) free of charge from the offices of Capita IRG Plc, The
Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU and shall remain available
for at least one month after the date of Admission. (Helpline number: 0870 162
3100).
SYMBOL
Medoro will trade under the symbol 'MRL'.
DEFINITIONS
The following definitions apply throughout this announcement and unless the
context requires otherwise, bear the same meaning as in the AIM Admission
document published on 26 February 2004:-
'Admission' admission of all the Common Shares in issue to trading on AIM
in accordance with the AIM Rules
'AIM' the Alternative Investment Market of the London Stock
Exchange
'AIM Rules' the rules applicable to AIM companies as published by the
London Stock Exchange
'Amalgamation' the amalgamation, under the YBCA, of FRI and GMS Canada to
form the Company, pursuant to the Amalgamation Agreement
'Amalgamation the conditional agreement dated 28 November 2003 and made
Agreement' between GMS, GMS Canada and FRI pursuant to which FRI and GMS
Canada amalgamated and continued as the Company, pursuant to
the laws of the Yukon Territory, Canada
'Board' or the current board of directors of the Company
'Directors'
'Bolivar' Bolivar Gold Corp.
'Cdn$' Canadian Dollars
'Common Shares' the common shares without par value in the capital of the
Company
'CREST' the computerised settlement system to facilitate the transfer
of title to shares in uncertificated form operated by
CRESTCo
'CRESTCo' CRESTCo Limited
'€' Euro
'Distribution' the distribution to shareholders of GMS of that company's
Common Shares in Medoro receivable upon completion of the
Amalgamation and which was approved by an extraordinary
general meeting of the shareholders of GMS on 23 December
2003
'FRI' or Full Full Riches Investments Ltd
Riches
Investments'
'GMS' Gold Mines of Sardinia plc
'GMS Australia' Gold Mines of Sardinia Pty Limited, formerly a subsidiary of
GMS and whose shares were transferred to GMS Canada pursuant
to the Amalgamation
'GMS Canada' Medoro Resources Ltd., corporation number 30383, formerly a
subsidiary of GMS, into which GMS has transferred the shares
of GMS Australia (the holding company of the GMS Group's
principal assets and operations), which company was
amalgamated with FRI under the laws of the Yukon Territory to
form the continuing Company, also called Medoro Resources
Ltd.
'GMS Group' GMS and its subsidiary undertakings
'GMS the transfer of all of the issued and outstanding shares in
Reorganisation' the capital of GMS Australia by GMS to GMS Canada
'Group' the Company and its subsidiary undertakings
'London Stock London Stock Exchange plc
Exchange'
'Medoro' or the the continuing corporation resulting from completion of the
'Company' Amalgamation called 'Medoro Resources Ltd.'
'Orogen' Orogen Holding (BVI) Limited, a subsidiary of Gold Fields
Limited
'Progemisa' Progemisa SpA, a company controlled by the Sardinian regional
government, which has a 10 per cent. interest in SGM
'Sargold' Sargold Resource Corporation, formerly Canley Developments
Inc.
'SGM' or Sardinia Gold Mining SpA
'Sardinia
Gold'
'Shareholders' the persons who are registered as holders of Common Shares
from time to time
'TSX Venture' the TSX Venture Exchange
'YBCA' the Business Corporations Act (Yukon), RSY 2002, Chapter 20,
as from time to time amended, and including any regulations
promulgated thereunder
Enquiries:
Martin Groak Tel: 0794 920 9301
Medoro Resources
Limited
Alastair Tel: 020 7588 7511
Stratton
Williams de Broe
Plc
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