Each one in plain English, with the numbers worked through for a shareholder.
10 Jan 2014debt financing▲ GoodMajor
Guildford completed the OCP Asia facility, receiving US$10m for Convertible Notes and US$55m for Amortising Notes, plus Detachable Warrants equal to 18.5% of the Amortising Notes. Proceeds repay existing OCP Asia debt and fund working capital for the Mongolian assets.
Prospectus lodged so shares from the OCP Asia detachable warrants can be traded freely. Warrants equal 18.5% of the US$55m amortising notes' face value, exercisable at $0.17. Administrative step for the approved refinancing.
Both OCP Asia financing resolutions passed on a show of hands, with about 305.8m proxy votes for and 1.9m against. This clears the shareholder condition for the US$65m refinancing.
30 Dec 2013asset acquisition disposition● NeutralMajor
The Springsure resource triggers a payment to TheChairmen1, which took over the vendor's rights. It is cut from $11m to $8.8m (four tranches) and paid in 106.8m shares at $0.08239, instead of cash. This adds dilution, needs shareholder approval, and conserves cash.
Chairman's script for the extraordinary meeting on the OCP Asia notes and warrants, which the board recommends approving. Procedural, with no new information.
TheChairmen1 and Terra Holdings, together holding 44.4% of shares, intend to vote for the OCP Asia recapitalisation at the 30 December meeting, absent a superior proposal. This makes approval very likely.
Noble's US$22m has been signed and fully drawn, and the 98km haul road is complete. OCP documents are signed pending the 30 December vote; the old 87.5m warrants at $0.45 will be cancelled. Mine commissioning awaits Mongolian sign-off; first China sale still targeted Q1 2014.
20 Dec 2013capital raising announcement● NeutralMajor
Guildford issued 20m shares at $0.75 ($15m) to Terra Holdings as the final payment for the remaining 25% of Terra Energy. This settles the deferred payment in shares rather than cash, though the $0.75 price is far above the ~$0.08-0.13 trading range.
Springsure received a maiden JORC Indicated resource of 43Mt, with 148Mt remaining Inferred, for a revised total of 191.5Mt. This was lower than the earlier 252.6Mt Inferred-only figure, after three more boreholes were added to the model.
28 Nov 2013director officer appointment● NeutralMajor
Peter Kane, interim CEO since 23 October, becomes Group Managing Director, resolving the permanent-leader question. Non-executive director Gary Humphrys, who was appointed in September, resigns rather than seek election, with immediate effect.
The acting chairman's AGM address covers board departures over the year and says the search for a permanent chairman is well advanced, with an announcement expected soon. Routine meeting script with no new numbers.
AGM presentation says the BNU boxcut is complete, the coal stockpile is ready for customer batch loads, and the haul road's first phase finishes in December. Cash was $8.7m at September. Mostly repeats known facts; plans bank debt and mines 2 and 3 for 2014.
Notice of an extraordinary general meeting on 30 December 2013 to approve issuing the OCP Asia convertible notes, amortising notes and warrants. Proceeds will repay existing OCP debt and fund working capital for the Mongolian assets.
Haul road is about 70% built, due for completion 15 December and under budget. OCP terms: US$10m convertible notes at $0.30 and US$55m amortising notes with warrants at $0.17, up to about 99m shares, average $0.216, a 160% premium to the 8 November close.
Guildford signed a binding term sheet with OCP Asia for US$65m of new convertible bonds and amortising notes with warrants, refinancing existing OCP bonds, with first principal repayment not until 2015. Noble is to provide US$22m (up from the $17m planned) for the haul road. First China coal sale targeted Q1 2014.
September quarter cash fell to $8.7m from $25.7m, with drawn debt unchanged. The Baruun Noyon Uul mine was prepared for commissioning, with a compliance inspection set for November and over 10,000m of drilling done. Funding is called 'imminent'; 20m shares are due to Terra Holdings by 21 December.
2013 Annual Report repeats the FY2013 results and the shift from explorer to operator. Mongolian haul road approval is received and final compliance sign-off is expected imminently. The 74m TheChairmen1 shares ended future success fees.
Group Managing Director Peter Westerhuis resigns with immediate effect, a week after Peter Kane joined the board. Kane becomes interim CEO, so the leader who took over in February and drove the move toward production is gone.
Mining engineer Peter Kane, formerly of Whitehaven, Aston and Macarthur Coal, joins as non-executive director. CFO Michael Wotherspoon has left after about four months, and Mark Reynolds becomes acting CFO while a search is undertaken.
Mongolia approves construction of the 98km haul road from the Baruun Noyon Uul (North Pit) mine to the Chinese border hub at Ceke, about 12 weeks' work. The $17m cost is funded by extending the Noble debt facility. Coal sales slip to January.
FY2013 financial report shows a consolidated loss of $1.45m (2012: $23.2m), with $316,069 attributable to shareholders. Describes the shift from explorer to developer at the Baruun Noyon Uul mine. TheChairmen1 holds 249.6m shares.
Mike Chester, on leave since April, resigns as non-executive director and will not return. Alternate Gary Humphrys, a chartered accountant, becomes a full director. This closes the ICAC-related leave thread for Chester.
Chairman Peter Lindsay steps down, moving to lead a Queensland Development Committee. Alan Griffiths becomes acting chairman while Heidrick & Struggles searches for a permanent chair.
Presentation in Ulaanbaatar: coal extraction targeted Q4 2013, first exports December, 3Mtpa by Q4 2014, with expected mine-site price of US$55-60/t against US$35-40/t cost. An extended Noble debt facility is agreed in principle, and a further US$45-55m raising is forecast for December 2013.
ASX queried a rise in the share price from $0.10 to $0.13. The company denied any undisclosed information, suggesting a possible link to news of a Mongolian foreign investment law, and confirmed it is complying with disclosure rules.
June quarter cash rose to $25.7m from $5.6m after the OCP Asia note, which also repaid the Gleneagle bond early; facilities drawn total $59.4m. Production and selling of hard coking coal is targeted for Q4 2013. Wotherspoon joined as CFO.
All three South Gobi test pits are finished; results suggest mostly coal close to Prime Coking Coal, though the lower seam of pit 3 is weaker (16-20% ash). Larger equipment arrives in July; customer mine visits begin August before off-take can be concluded.
Director Kon Tsiakis, a litigation partner at HWL Ebsworth, becomes company secretary, replacing Kristy Bailey, who resigned from the role. Administrative change.
Corrects the previous escrow notice: the year was 2013, not 2012. The shares were already quoted, so no quotation application is needed. No new substance.
20 million of the shares issued to Terra Holdings in the Terra Energy buyout were released from their six-month voluntary escrow on 21 June. This is an administrative notice, though more shares can now be traded.