STARFIELD RESOURCES INC

The Toronto Stock Exchange has put Starfield under a remedial review of its listing and given it 60 days; if it cannot show it meets requirements by March 21, 2013, its shares will be delisted 30 days later. The company says it will defend the listing while also looking at the TSX Venture Exchange or NEX. PwC's search for buyers or investors continues, with the deadline for expressions of interest extended to February 8, 2013. The filing does not state which listing requirements are not met. The description of assets no longer mentions the Nevada gold property.

listing compliance notice

Starfield says it will miss its obligation to spend $3,789,000 on Canadian exploration by December 31, 2012, falling $2,888,000 short; this matches the $3,789,635 flow-through money raised in May 2011. It is notifying the Canada Revenue Agency of the reduced tax deductions previously passed to 2011 flow-through shareholders, who may face reassessment. The release says PwC is running a sale/interest process for the company's mineral assets, expected to finish in Q1 2013, and Philip Martin's contract as President and CEO is extended to May 31, 2013. This follows the earlier strategic review and the May 2012 claim sale.

asset acquisition disposition

Starfield sold 179 mining claims in the Stillwater district of Montana to Stillwater Mining Company in a private deal worth about US$2 million, for working capital and exploration in Canada and the US. It also gave up the Benbow Chromite mining leases, leaving about 600 claims in the district, and continues to seek exploration JV partners for Stillwater. Wayne Fraser was appointed Interim CFO, and the release lists Philip S. Martin as President and CEO, where earlier filings named Andre Douchane (the filing does not explain the change). This partly sells down the Stillwater holdings acquired with Nevoro in 2009.

asset acquisition disposition

Starfield closed the April-announced placement at $3,789,635 of flow-through units at $0.075, ahead of the $3.0M first announced. Each unit carries one full warrant (not the half warrant first described) at $0.11 for 24 months; the money is for Ferguson Lake exploration, including the hydromet process. It also announced a new offering of up to $2.0M of units at $0.055, each with one warrant at $0.10 for 36 months, for Stillwater exploration and working capital. More dilution is likely if the second offering completes.

capital raising announcement

Lab tests by SGS Canada on Ferguson Lake massive sulphides recovered 97% of copper, 96% of nickel and 88% of cobalt into the leach solution, with PGEs left in the residue. The oxidation and hydrolysis steps ran continuously on real Ferguson Lake feed, and management calls the results far better than hoped. Starfield has contracted SGS to build and operate a mini-pilot plant, expected to be operating by early 2012 at an estimated $4.2-4.8 million. This advances the hydromet test work and pilot plant thread; the results are preliminary and lab-scale.

well test result

Starfield closed the oversubscribed M Partners placement for gross proceeds of $5,122,020.08, above the up-to-$4.0M first announced: $2,532,020.08 of flow-through units at $0.065 and $2,590,000 of share units at $0.05, each with half a warrant at $0.10 for 24 months. The flow-through money is for Ferguson Lake (including the hydromet process); the share-unit money is for Stillwater and Moonlight exploration and working capital. The flow-through price is below the $0.07 first announced, and the new shares dilute holders. M Partners and Gryphon Partners are still reviewing strategic alternatives, with no outcome stated.

capital raising announcement

Starfield engaged M Partners as lead agent for an offering of up to $4.0 million: up to $2.0 million of flow-through units at $0.07 and $2.0 million of share units at $0.05, each with half a warrant at $0.10 for 24 months, and the offering may be increased by up to 25%. Prices are below the June 2010 placement at $0.085, so it would dilute holders further. It also hired M Partners and Gryphon Partners to review strategic alternatives with the aim of maximizing shareholder value; no transaction is announced.

capital raising announcement

Starfield closed a flow-through share placement of 22,615,732 shares at $0.105 for gross proceeds of $2.4 million, led by Thomas Weisel Partners Canada. This price is far below the $0.25 paid in the February 2009 flow-through placement, and the new shares dilute existing holders. It also said it expects to raise about $300,000 more from common shares at $0.095, by about January 8, 2010, subject to regulatory approval.

capital raising announcement

Starfield closed its acquisition of Nevoro Inc., issuing 148,149,072 Starfield shares at 0.87 per Nevoro share for all 170,287,773 Nevoro shares, plus 43,773,298 replacement options and warrants. Starfield now has 480,834,971 shares outstanding (up from 321,807,149 in the context, which also includes the 9,210,000 shares from the February placement and any other issuances since), so existing holders are diluted. Nevoro's Stillwater, Moonlight and Nevada assets now belong to Starfield. This completes the acquisition flagged on October 5.

business combination

Starfield signed a joint venture with Thanda Resources under which Thanda can earn an initial 50% of the diamond potential at Ferguson Lake by spending $6.5 million over three years. After a prefeasibility study, Starfield could keep 30% by paying its share of costs or convert to a 3% gross revenue royalty. It also said Nevoro shareholders and the court had approved Starfield's acquisition of Nevoro, with closing expected by the end of that week.

joint venture update

Starfield raised $2,302,500 through a private placement of 9,210,000 flow-through shares at $0.25 each, with Dundee Securities as lead agent alongside GMP Securities. The money is for exploration, mainly advancing the Y Lake massive sulphides and the diamond and gold potential at Y Lake and Grizzly Trend. The price is well below the $0.90-$1.00 paid in the May 2008 placement, and the new shares dilute existing holders.

capital raising announcement

Starfield closed a $20 million private placement: 15,000,000 flow-through shares at $1.00 and 5,555,556 common shares at $0.90, led by GMP Securities. Proceeds go to exploration at Ferguson Lake and working capital, and the company now has 321,807,149 shares outstanding, so existing holders were diluted.

capital raising announcement

A preliminary assessment (scoping study) by Scott Wilson RPA on the 100%-owned Ferguson Lake project showed a pre-tax IRR of 27% at March 17, 2008 prices (US$14.25 nickel, US$3.75 copper), with capital costs of CDN$1.35 billion. At the base case prices (US$8 nickel, US$2 copper), the pre-tax IRR is 13.4% and NPV is $321 million; the study is preliminary and includes inferred resources, and management says it plans to skip a prefeasibility study and go to a full feasibility study expected by early 2010.

resource reserve update

Starfield released complete assay results from the 19-hole 2007 PGE program, with many intervals of high platinum and palladium grades, though two holes (FL07-369 and FL07-372) had no significant mineralization. The company plans 40-50 new holes (20,000-30,000 metres) with three rigs from April to September 2008, 75% in the low-sulphide PGE zone, which it says should permit an updated resource estimate; rhodium assays are still pending.

drilling result

First results from five holes of the 2007 PGE program at Ferguson Lake showed significant platinum and palladium intervals (e.g. hole FL07-363 had 1.35 m at 39.25 g/t platinum). Full results from the 19-hole program are expected early 2008, and the scoping study is now expected in spring 2008 because it will be amended to reflect the PGE potential.

drilling result