Each one in plain English, with the numbers worked through for a shareholder.
29 Jan 2021other▼ Bad
Chairman's AGM address says the strategic review will now run well past 28 February 2021. The company is seeking more working capital and further extensions of deferred contractor payments. Directors are serving unpaid. It repeats the solvency challenge.
December quarter: cash A$0.68m, with US$0.31m of the Noble facility undrawn. Noble's adviser Macquarie is running the strategic review, with a shortlist of parties for deeper talks. Resource 995Mt and reserves 267Mt are unchanged; no financial close.
Notice that the 2020 AGM will be held in Brisbane on 29 January 2021 at 3.00pm, with materials provided online and shareholders encouraged to lodge proxies. Administrative; matches the late-January timing flagged earlier.
ASX grants the Listing Rule 10.1 waiver, letting the extra US$0.92m from Noble be secured under the existing share pledge over Ledjadja without a shareholder vote. Secured amount rises to US$50.07m plus interest; funds available to 28 February 2021.
Appendix 4G governance checklist lodged with the annual report, pointing to the corporate governance statement on the website. Administrative filing with no new substance.
Audited 2020 annual report lodged, approved by the chairman 22 December 2020. Restates the 995Mt resource and the funding status; the visible text shows no new figures. Lodgement was the company's stated precondition for seeking to lift the trading suspension.
Audited FY20 annual report and financial statements, authorised for issue 16 December 2020. Only the directors' report is visible, with no new figures; it records Manish Dahiya's resignation effective 30 June 2020. Filing is a precondition for lifting the suspension.
Ninth Deed with Noble is signed for US$920,000 in three instalments to 28 February 2021, conditional on an ASX Listing Rule 10.1 waiver for extra security. A strategic review with Noble is under way. AGM planned for late January 2021.
Noble agrees in principle to up to US$0.92m more (facility total US$50.07m) to fund an austerity budget to 28 February 2021, with first repayment moved to that date. Non-executive directors waive fees. The company will finalise audited accounts before seeking relisting.
September quarter report recounts the lenders' preconditions for credit committees and Noble's willingness to defer first repayment to 28 February 2021 without extra funds. It then describes IDC's cancellation and says talks with Noble on alternatives are under way. Little new beyond earlier releases.
28 Oct 2020material agreement termination▼ BadMajor
IDC, a lender in the Mine Funding Package, refuses to extend the Common Terms Agreement and cancels all its approved facilities, saying market conditions for the project have deteriorated materially. This undermines the package shareholders approved in April 2020. Company is seeking an urgent meeting with Noble.
RES asks for a voluntary trading suspension after a 22 October halt, to arrange extra working capital. It estimates up to US$1m is needed to reach financial close by end November, and up to US$2m more if close slips to February 2021. Management and board took 30% pay cuts.
Unaudited FY20 accounts: loss before tax $21.587m (FY19 $6.043m), including a $14.149m unrealised foreign exchange loss on the Noble loan. Net debt is $104.5m. Company uses the extension to lodge audited accounts by 31 October 2020.
Lenders will not go to credit committees until three conditions are met: ramp-up working capital facility, funded mining services contract, and Noble back-to-back domestic offtake. Management targets end October, pushing committees to November. Company needs extra working capital and a Noble repayment deferral to 30 November 2020.
Lenders have confirmed in principle a long stop date of 30 September 2020. Company has asked them to defer or find alternatives for a limited number of conditions, and admits some lender committees may refuse. Sedgman's CHPP repricing is complete. Noble's remaining Eighth Deed funds were drawn.
June quarter: cash was $0.30m, with US$2.0m of the Noble facility undrawn. Financial close target slips to end September 2020. Remaining conditions include ramp-up working capital, yellow goods funding, logistics contracts and a back-to-back Eskom domestic coal contract. Rail agreements now targeted for September.
Harith confirms all approvals for the rail link funding term sheets of 5 May 2020, which are now binding. They stay subject to conditions, including final agreements, targeted for August 2020, and the mine funding package being fully funded.
Lenders agree in principle to move the funding sunset date to 30 September 2020, and the financial close target is now end August 2020. Remaining tasks include rail link, ramp-up working capital and about US$120m of equipment financing. Noble's facility availability is extended to 31 July.
Company says it cannot meet the 30 June 2020 financial close target, as a small number of conditions remain and it has asked lenders to waive or defer some. Eighth Deed with Noble (US$2.25m) is signed. Harith approval for the rail link is expected shortly.
ASX grants a Listing Rule 10.1 waiver so the extra US$2.25m from Noble can be secured on the Ledjadja share pledge without a shareholder vote. Secured amount rises to US$49.15m plus interest. Funds are available to 30 June 2020.
Ledjadja signs non-binding term sheets with Harith's PAIDF 2 to fund the rail link, now about R700m (down from R750m). Senior loan is up to R397m at 12%. Not binding until Harith approvals; binding documents hoped for by end May 2020.
March quarter report: shareholders approved the funding package (99.6%) after quarter end, and the Noble extension of up to US$2.25m at 16% is formalised. Rail link funding and ramp-up working capital are still not binding. Financial close target is 30 June 2020, called achievable.
Shareholders approve the Mine Funding Package at the EGM with 99.6% of votes cast in favour. This clears the shareholder approval condition for financial close, though other conditions remain outstanding.
EGM presentation summarising the Mine Funding Package and the resolution under Listing Rule 10.1, drawn from the notice of meeting. It repeats known facts and adds nothing new.
A presentation summarising Boikarabelo's history since 2016, consistent with the EGM notice. It repeats the 995Mt resource, 267Mt reserve and 6Mtpa Stage 1 target, with no new information.
Financial close target slips again, to 30 June 2020, partly blamed on COVID-19 lockdown. Noble agrees in principle to a further US$2.25m at 16%, first repayment moved to 31 July 2020. Lenders confirm continued support, but no binding rail or other arrangements yet.
The 7 April EGM becomes an online hybrid meeting, starting 4pm Brisbane time, because gathering and travel limits stop shareholders and South African directors attending. Proxy deadlines are restated. Administrative change only; the vote on the funding package is unchanged.
ASX pauses trading in RES securities pending a further announcement. No reason is given in the notice. A Noble facility update was released the same day.
RES confirms the extension of the Noble working capital facility, flagged in the December quarterly and half-year report, is still being finalised and promises an update shortly. No new terms or amounts are given.
COVID-19 travel and gathering limits disrupt the 7 April EGM, as South African directors cannot travel. The board considered deferral but chose to keep the date, citing limited financial resources and the cost of delay. Alternative arrangements and proxy deadlines are given.