The Directors of Apex Minerals NL are pleased to announce a new strategic direction for the Company in the Australian minerals industry.
The Directors of Apex Minerals NL are pleased to announce a new strategic direction for the Company in the Australian minerals industry.
This includes a number of key Board and management changes and a share placement of 100,000,000 fully paid ordinary shares at an issue price of $0.07 per share to raise a total of $7 million.
The placement is being undertaken in two stages.
The first stage, completed today, was an issue of 8,790,000 fully paid ordinary shares (representing the 15% available to be issued without shareholder approval) to raise $615,300 to former LionOre Australia CEO and MD, Mr Mark Ashley.
Subsequent to that issue, Mr Ashley has agreed to join the Company as Chief Executive Officer and Managing Director with immediate effect.
Subject to any necessary regulatory and shareholder approvals, the Company proposes to issue the second stage of 91,210,000 fully paid ordinary shares representing the balance of the placement. Sydney-based stockbroking firm Southern Cross Equities has provided a firm commitment to the Company to undertake the second stage of the placement to its clients. Mr Ashley will subscribe for a total of 16,000,000 shares in both stages, representing a total investment in the Company of $1.12 million. Following completion of the placement, Mr Ashley will hold approximately 10% of the expanded issued capital of Apex. The Company's largest shareholder, Mr Mark Creasy, who currently has a stake of 44% and will remain Apex's largest shareholder with an expected diluted holding of approximately 16%, has indicated that he will be supporting the transaction. The issue price of $0.07 per share under the placement has been based on the volume weighted average share price over the period of 30 trading days preceding the announcement of just over $0.08 per share. It is anticipated that a meeting of shareholders to approve the various transactions will occur in May 2006.
Page 2 of 6
Australian Exploration Focus Apex has a number of exploration properties in Australia - namely the Windimurra and Jillawarra projects through farm-in and joint venture agreements with Perilya Limited and Maximus Resources Limited, which it holds in addition to its exploration properties in China. On completion of the placement, Apex will actively pursue additional Australian based projects and evaluate opportunities that it believes will enable it to move to production status as quickly as possible. The Company also intends to remain committed to its Chinese exploration assets. Other Board Appointments Mr Ashley is joined on the Board by Mr Kim Robinson as a Non-Executive Director, who is Executive Chairman of Kagara Zinc Ltd, effective immediately. In addition, Dr Mark Bennett is expected to join the Company as Exploration Director in mid-May 2006. Dr Bennett and Mr Robinson are both highly respected and recognised professionals in the resources industry. Dr Bennett's participation in the discovery of the Thunderbox gold and Waterloo nickel deposits earned him the AMEC Prospector of the Year Award in 2002. The announcement of a number of additional key appointments is expected to be made in the near future. Mr Stephen Stone will become Non-Executive Chairman and will continue to manage the Company's China operations. Mr Steve Lowe will continue as a Non-Executive Director and Mr Philip Pullinger will step down from the Board. Further information with respect to Mr Mark Ashley, Dr Mark Bennett and Mr Kim Robinson is set out below. Mark John Ashley FCMA Mr Ashley is a management accountant with over 18 years experience in the natural resource industry. Mr Ashley has held senior positions with Cluff Resource plc (Executive Director), Normandy Mining (General Manager), and Forrestania Gold NL (Finance Director) and most recently as an Executive Director of the LionOre group. Mr Ashley has an intimate knowledge of project financing and resource-based corporate transactions both internationally and in Australia. Mr Ashley is a Non-Executive Director of Kagara Zinc Limited and Tianshan Goldfields Limited, a Director of the Australian Gold Council and has been Chairman of the Major Gifts Committee for the Royal Flying Doctor WA. Mark Bennett B.Sc Ph.D MAusIMM FGS Dr Bennett is a geologist with over 21 years experience, predominantly in gold, nickel and base metal exploration and mining. He holds a B.Sc. in Mining Geology from the University of Leicester, and a Ph.D. from the University of Leeds, is a member of the Australasian Institute of Mining and Metallurgy and an elected Fellow of the Geological Society of London. Mark has worked in Europe, West Africa, and Australia, and has spent much of his career working for WMC Resources and LionOre in Australia. Previous positions held include Exploration Manager and Chief Geologist, including periods at WMC's Kambalda Nickel Operations, Gold Fields' St.Ives Gold Mines, Forrestania Gold's Bounty Gold Mine, and WMC's Melbourne head office. In 2002, Mark received the Association of Mining and Exploration Companies (AMEC) Prospector of the Year award in recognition of his contribution to the discovery of the Thunderbox gold and the Waterloo nickel deposits.
Page 3 of 6
Kim Robinson B.Sc (Geology) Mr Robinson is a founding Director of Kagara Zinc Limited and its current Executive Chariman. Mr Robinson graduated from the University of Western Australia in 1973 with a degree in Geology and has 29 years experience in the minerals exploration and mining industries, including 10 years as Executive Chairman of Forrestania Gold NL. Mr Robinson is also the Non-Executive Chairman of Metex Resources Ltd, Issue of Options In addition to the placement, the Company proposes to implement a number of option incentive schemes to executives and key employees, as well as issue options to Mr Ashley, Mr Robinson and Dr Bennett. These options will be exercisable at 14 cents within 5 years, and must be held for a period of 2 years before they can be exercised. The exercise price represents a 100% premium to the price at which the placement is undertaken. A total of 2 million options will be issued to Mr Ashley, 2 million options to Dr Bennett and 1 million options to Mr Robinson. In addition, 1.7 million options with the same exercise price and conditions will be issued to other present and future employees of the Company. An additional 2.3 million 5-year options with an exercise price of 20 cents will be issued to other parties for commercial services, including 1.5 million to Southern Cross Equities in addition to a cash component of $175,000 being its fee for managing the placement. Use of Funds Upon completion of the placement, the Company will have approximately $8 million in liquid funds which it intends to apply over the next 2 years in the following manner: