Each one in plain English, with the numbers worked through for a shareholder.
4 July 2016asset acquisition disposition▲ GoodMajor
Agreement to acquire the idle Blair Athol coal mine in Queensland for A$1, with the vendor joint venture providing A$80m for rehabilitation. Targets restart at about 2Mtpa in Q4 2016. Still needs board, partner and ministerial approvals; this is the Queensland mine flagged earlier.
The new bond issue completed on 30 June 2016 and now trades on Euroclear. Terms repeat the 23 June announcement: 12.5% fixed plus a revenue-linked component, first payment after 12 months, and an option to capitalise 50% of fixed interest.
27 June 2016director officer appointment● NeutralMajor
McRae becomes Executive Chairman. Michael Avery moves to VP Corporate Development (staying a director), David Stone to VP Operations, Karl Arnold to CFO and Julien Lawrence to Chief Development Officer. Arnold replaces Mark Reynolds as CFO (inferred from the role change).
Long-form documents done: 5-year bond of US$129m plus a US$12m secured note tied to free cash flow, with 12.5% fixed interest and first payment after 12 months. Remaining US$5m convertible rolled in, avoiding about 1.1bn new shares; US$27m interest and fees waived.
6 June 2016director officer appointment▲ GoodMajor
Cameron McRae, a former Rio Tinto executive who led Oyu Tolgoi in Mongolia, becomes Chairman with immediate effect. Craig Wallace moves from Acting Chairman to Deputy Chairman. Company says McRae will take a hands-on role in its transformation.
Binding agreement for a 5-year interest-only bond of US$130m, now including the US$41m working capital facility, so no 2016 maturity remains. US$21m of interest and fees to be waived; US$3.1m extra funding for BNU ramp-up to 1.5Mtpa. Long-form documents due mid-June.
Supplemental release to the half-year: loss A$74.0m, net assets down from A$26.5m to a A$45.0m deficit. Post-balance-date financing events (half of convertibles converted, remainder and amortising notes into a 5-year bond, interest and fees waived) are described as binding but awaiting long-form documents.
Half-year loss to 31 December 2015 was A$71.4m (prior year A$17.6m), including a A$36.8m non-cash impairment and A$7.9m unrealised foreign exchange loss on US$120m of loans. Shares on issue rose from 1.096bn to 2.401bn by 15 March 2016.
Restructuring finalised: US$55m refinanced as a 5-year interest-only bond, first interest 23 December 2016, no principal until 2021. The US$41m working capital facility extends to 23 December 2016. SPG's 583.3m-share placement (about 25% of shares then on issue) did not proceed.
Note holders (OCP) agreed to replace existing notes with a 5-year interest-only bond, no cash payments until 23 December 2016. A US$5m loan replaces the A$7m SPG placement, avoiding dilution. Half the convertible notes (US$5m) converted into shares on 29 January; the rest is extended to 28 February.
Prospectus offers new detachable warrants to existing warrant holders, to replace and cancel the old warrants. This is part of the consideration for the note extensions approved at the 30 October EGM. Administrative follow-through; no new terms visible.
Nathan Boom, the Financial Controller since July 2015, is appointed Company Secretary and keeps the finance role. He replaces Tony Mooney as secretary (resignation is shown in a later report).
Term sheet signed with OCP for a circa US$115m five-year interest-only bond, with Noble still in discussion; it depends on the SPG placement passing at the 12 January EGM, as financiers require fresh equity. BNU is hit by washing, transport and yield variances and softer prices. Bank facility is proving difficult.
David Stone leaves the board but stays as a senior executive; Michael Avery remains executive director. A new Australian-based director is to be added in the New Year. Townsville office closed 21 December; corporate office moved to Thirroul, NSW.
Terra Energy won a new 18 km2 South Gobi exploration licence (XV-018513), 81.5 km east of BNU, for 3 years, taking it to 15 Mongolian licences. Update also mentions potential expansion into Indonesia; BNU operating and market detail is truncated.
Notice of 12 January 2016 EGM to approve share issues on conversion of convertible notes to Morning Crest Capital, and the A$7m SPG placement. Morning Crest and associates (including SPG) would reach 16.64% to 31.83% voting power; the vote is on the 31.83% downside case.
Following EGM approval on 30 October, Guildford Coal becomes TerraCom Limited, trading under ASX code TER from 19 November 2015. A name change only; no change to assets or finances.
16 Nov 2015debt default or forbearance● NeutralMajor
Noble and OCP agreed to defer all debt payments until 31 December 2015 to allow time to restructure. Options are a US$115m bond or a traditional bank facility. SPG's A$7m placement at A$0.012 lapses if its conditions are unmet by 31 December 2015.
19 Oct 2015capital raising announcement● NeutralMajor
Agreed a A$7m placement of 583.3m shares at A$0.012 to SPG Investment Holdings, a Chinese investor; the price is below the current share price. It needs shareholder approval and completion of debt restructuring. A circa US$115m five-year bond is the planned refinancing; an Asian listing remains uncertain.
Appendix 4G governance checklist lodged with the annual report, showing where the governance disclosures sit. Administrative filing with no substance for shareholders.
The 2015 annual report repeats known themes: BNU mine commissioned, 304Mt Mongolian resource, Springsure development licence, debt restructuring under way and a planned rename to TerraCom. It states market capitalisation of A$43.8m at 30 June 2015. No new events.
BNU Pit 2 met Q3 2015 targets: mined 28,716t in July, 53,663t in August and 72,138t in September. October-December forecast reaches 125,000t a month (1.5Mtpa annualised). Q3 direct mining cost was US$1.85/m3; Q4 margin forecast stays US$9-11/t. Confirms earlier targets.
Statutory accounts for the year to 30 June 2015 were lodged, with the directors' report, audit report and governance statement. Only the front section is visible, covering directors and principal activities; no financial figures are shown, so results and any going-concern comment cannot be assessed.
Terra Energy was granted the Khar Servegen mining licence MV-019149 (6,664 ha, 30 years to 2045), carved from the 12600X licence next to BNU. Guildford plans to start mining there in 2016 toward its 2Mt-in-2016 goal.
21 Aug 2015material agreement termination▼ BadMajor
After due diligence, Guildford decided not to proceed with the Tsaidam Energy acquisition announced 1 June. Action to recover the US$2m Mongolian Petroleum deposit is ongoing. Ends the 80% Tsaidam and power plant plan.
Guildford targets 125,000t a month at BNU in H2 2015 (a 1.5Mtpa annualised rate) using the new Pit 2. It forecasts a direct cash margin of US$9-11/t for Q4 2015. Compares with the earlier 1.0-1.15Mt target for 2015.
30 July 2015regulatory community update▲ GoodMajor
Queensland granted Mineral Development Licence 3002 over part of Springsure (EPC 1674) for three years from 1 August 2015. Reported coal quality tests are positive (low ash and sulphur). Guildford holds 35.7% of Springsure Mining with management rights. This resolves the pending MDL application.
Re-release of the 21 July micro basin announcement with the JORC Table 1 and competent person statement requested by ASX. Adds a raw coal quality table for one hole. No new findings.
A June drilling program (91 holes) found a shallow coking coal 'micro basin' 200m east of the BNU pit, with up to 35m net coal, the thickest seen on its leases. BNU East Pit mining began 29 June. Quality results are still pending.
Guildford revised the BNU mine plan toward a new lower strip-ratio area, aiming for 125,000t a month during H2 2015. Also won two potash exploration licences (81.71 km2) in north-west Mongolia, a new commodity for the company. Early stage.