BRILLIANT BRUMBY PROJECT - Information Memorandum - Armchair Invest
←
→
Page content transcription
If your browser does not render page correctly, please read the page content below
BRILLIANT BRUMBY
PROJECT
Information Memorandum
August 2018
STRICTLY PRIVATE & CONFIDENTIAL
ACN 163 989 553
Information Memorandum
Pre-IPO Round
Offer
A Convertible Note at 12% per annum interest over 3 years
and a conversion price of GBP£0.12 per share
This is an important document and requires your immediate attention. It should be read in
its entirety. If you are in doubt about what to do, you should consult your professional adviser
without delay.
An investment in shares is to be considered speculative.
The content of this promotion has not been approved by an authorised person within the
meaning of the Financial Services and Markets Act 2000. Reliance on this promotion for the
purpose of engaging in any investment activity may expose an individual to a significant risk
of losing all of the property or other assets invested.
Information Memorandum – Intergroup Mining Limited
IMPORTANT NOTICES
This Information Memorandum has been prepared by Intergroup Mining Limited (IG Mining or Company).
This Information Memorandum sets out the general information concerning the Company and its business
(Business). IG Mining is an Australian proprietary company limited by shares.
ELECTRONIC COMMUNICATION
This Information Memorandum has been sent to you in an electronic form. You are reminded that documents
transmitted via this medium may be altered or changed during the process of transmission and, consequently,
none of IG Mining, any person who controls IG Mining or any of its subsidiaries, nor any director, officer,
employer, employee or agent of theirs, or affiliate of any such person, accepts any liability or responsibility
whatsoever in respect of any difference between the Information Memorandum distributed to you in electronic
format and the hard copy version available to you on request from IG Mining.
PURPOSE
The purpose of this Information Memorandum is to provide the lawful recipient and its directors, officers,
representatives and advisers (together the Recipient) with general information concerning the Business,
including financial information, to assist the Recipient in deciding whether to invest in the Company. It does
not purport to be comprehensive nor provide all information the Recipient will require in order to evaluate IG
Mining for the purpose of an investment in the Company. Nothing in this Information Memorandum constitutes
investment, tax, legal or other advice by the Company.
IMPORTANT NOTICES SECTION
By retaining this Information Memorandum, the Recipient acknowledges and represents to the Company that
it has read, understood and accepted the terms of this Important Notices section. If the Recipient does not
accept these terms, it must immediately return this Information Memorandum to the Company.
RESTRICTIONS ON DISTRIBUTION OF THIS INFORMATION MEMORANDUM
The Information Memorandum is for limited circulation to selected Recipients. It is provided on a strictly private
and confidential basis and is to be used solely by the Recipient.
This Information Memorandum has been provided on the basis that the Recipient is a person into whose
possession this Information Memorandum may be lawfully delivered in accordance with the laws of the
jurisdiction in which the Recipient is located.
This Information Memorandum must not be made available to (or any copy of it or part thereof), or discussed
with, any other person without the prior written consent of IG Mining and its advisers. It is provided to the
Recipient solely for its use in connection with providing background information in relation to IG Mining and
the issue of ordinary shares in IG Mining (Shares) and it is not to be used for any other purpose.
CONFIDENTIALITY
By retaining this Information Memorandum, the Recipient acknowledges and agrees that:
(a) this Information Memorandum and all of the information contained in it is strictly private and confidential
and it will keep strictly private and confidential the Information Memorandum and all of such information,
and all other info made available to the Recipient in connection with it;
(b) neither the Information Memorandum nor any such information will be used, in whole or in part, by the
Recipient for any purposes other than deciding whether to investigate further into a possible investment
in Shares;
(c) upon request it will return promptly this Information Memorandum and/or destroy any electronic copies
(as applicable), together with any other material received in connection with it, to the Company without
retaining any copies (whether in hard copy or electronic format); and
(d) Upon request it will enter into a separate confidentiality undertaking substantially on these terms with
the Company.
Information Memorandum – Intergroup Mining Limited 2
RECIPIENT TO CONDUCT OWN INVESTIGATION AND ANALYSIS This Information Memorandum is not to be considered as a recommendation by the Company and its advisers or any of their officers, employees, agents or advisers that any Recipient invest in the Shares or that an investment in Shares is a suitable investment for the Recipient. The Recipient should conduct and rely upon its own investigation and analysis of the information in this Information Memorandum and other matters that may be relevant to it in considering whether to acquire Shares. Each Recipient considering an investment in Shares must make, and will be taken to have made, its own independent investigation and analysis of the information in this Information Memorandum. Independent expert advice (including from a Recipient’s accountant, lawyer or other professional adviser) should be sought before making a decision to invest in Shares. NOT A DOCUMENT REQUIRING LODGEMENT WITH THE AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION (ASIC) This Information Memorandum is not a prospectus or other disclosure document required to be lodged with ASIC under Chapter 6D of the Corporations Act (Australia) as the offer of Shares under this Information Memorandum to raise up to GBP£10,000,000 as a convertible note (Offer) is only made to persons who, or in circumstances that, fall within one of the exclusions from the disclosure requirement contained in section 708 Corporations Act. This Information Memorandum is also not a product disclosure statement or similar document required under Chapter 7 of the Corporations Act. Accordingly, this Information Memorandum does not contain the information that would be contained in a prospectus or other disclosure document prepared under the Corporations Act and does not purport to contain all of the information that may be necessary or desirable to enable a potential investor to properly evaluate and consider an investment in Shares. NOT A DOCUMENT REQUIRING LODGMENT WITH THE UNITED KINGDOM FINANCIAL CONDUCT AUTHORITY (FCA) (PREVIOUSLY CALLED THE FINANCIAL SERVICES AUTHORITY) This Information Memorandum does not constitute a prospectus for the purposes of Part VI of the Financial Services and Markets Act 2000 (FSMA) and a copy of it has not been, and will not be, delivered to the FCA. No offer of transferable securities to the public (for the purposes of section 102B of FSMA) is being made in connection with the issue of shares pursuant to this Information Memorandum in circumstances that would require this document to have been approved by the FCA under section 85(1) of FSMA or the Prospectus Rules published by the Financial Services Authority implementing the European Prospectus Directive (2003/71/EC). NO RESPONSIBILITY FOR CONTENTS OF INFORMATION MEMORANDUM To the maximum extent permitted by law, no representation, warranty or undertaking, express or implied, is made and, to the maximum extent permitted by law, no responsibility or liability is accepted by IG Mining and its advisers or any of their officers, employees, agents or advisers or any other person as to the adequacy, accuracy, completeness or reasonableness of this Information Memorandum. To the maximum extent permitted by law, no responsibility for any errors or omissions from this Information Memorandum whether arising out of negligence or otherwise is accepted. This Information Memorandum contains various opinions, estimates and forecasts which are based upon assumptions that may not prove to be correct or appropriate. Except to the extent implied by law, no representation or warranty as to the validity, certainty or completeness of any of the assumptions or the accuracy of the information, opinions, estimates or forecasts contained in this Information Memorandum is made by any of IG Mining and its advisers or any of their officers, employers, agents or advisers. FURTHER INFORMATION IG Mining may in its sole and absolute discretion, but without being under any obligation to do so, update or supplement this Information Memorandum. Any further information will be provided subject to these conditions. Information Memorandum – Intergroup Mining Limited 3
1 ACKNOWLEDGMENTS
Each Recipient acknowledges that:
(a) No person has been authorised to give any information concerning the Company or the Shares other than
as contained in this Information Memorandum and, if given, that information cannot be relied upon as
having been authorised by IG Mining; and
(b) They have been afforded an opportunity to request, and have received and reviewed, all information
considered by them to be necessary or appropriate to verify the accuracy of, or to supplement the
information contained in, this Information Memorandum and to make an informed decision about
investing in Shares.
NO CONTRACT
This Information Memorandum, including any update or supplement to it, does not and will not form part of
any contract for the subscription for Shares that may result from the review, investigation and/or analysis of
the Business by the Recipient, any intending investors or their advisors. Any contract for an investment in the
Company will contain all information, representations and warranties upon which there may be any reliance.
The formal contract will also contain an acknowledgement by the Recipient that it has not relied on any
representations or warranties by IG Mining or its advisers in entering into the contract for investment other
than any representations and warranties set out in the contract.
ACCURACY OF PROJECTIONS AND FORECASTS
All projections and forecasts in this Information Memorandum are for illustrative purposes only, using the
assumptions described in this document. Actual results may be materially affected by changes in economic
and other circumstances. The reliance that the Recipient places upon the projections and forecasts is a matter
for its own commercial judgment. No representation or warranty is made that any projection, forecast,
assumption or estimate contained in this Information Memorandum should or will be achieved.
SPECULATIVE INVESTMENT
An investment in a Convertible Note or Shares is to be considered speculative.
TO WHOM THE OFFER IS MADE – AUSTRALIAN RESIDENTS
For people who are resident in Australia, only people who fall within one or more of the following categories
may apply for Shares under this Information Memorandum:
Sophisticated Investors (for Australian residents)
Persons with:
• Net assets of at least A$2.5 million; or
• A gross income for each of the last 2 financial years of at least A$250,000.
This must be evidenced by a certificate given by a qualified accountant no more than 6 months before the date
of this Information Memorandum.
Professional Investors
The following will be professional investors:
• A financial services licensee (such as an underwriter, stockbroker or investment bank) acting as principal.
• A body regulated by the Australian Prudential Regulation Authority (such as a bank).
• A financial corporation registered under the Financial Corporations Act 1974 (Australia).
• A trustee of a superannuation fund, an approved deposit fund, a pooled superannuation trust or a public
sector superannuation scheme (as defined in the Superannuation Industry (Supervision) Act 1993 (Australia))
which has net assets of at least A$10 million.
• A person who controls at least A$10 million (including any amount held by an associate or under a trust that
the person manages) (such as a fund manager).
• A listed entity or a related body corporate of a listed entity.
• An exempt public authority.
Information Memorandum – Intergroup Mining Limited 4
• A body that carries on a business of investment in financial products, interests in land or other investments
and for those purposes invests funds received (directly or indirectly) following an offer or invitation to the
public, the terms of which offer provided for the funds to be invested for those purposes.
• A foreign entity that, if established or incorporated in Australia, would be a professional investor under one
of the above categories.
TO WHOM THE OFFER IS MADE – UK RESIDENTS
For people who are resident in the United Kingdom, only people who fall within one or more of the following
categories may apply for Shares under this Information Memorandum:
The Shares may not be offered or sold in the United Kingdom by means of this Information Memorandum, any
accompanying letter or any other document, except to persons who are qualified investors within the meaning
of section 86(7) of the FSMA.
In the United Kingdom, the contents of this Information Memorandum are exempt from the general restriction
in section 21 FSMA on the communication of invitations or inducements to engage in investment activity on
the ground that it is being made only to or directed only at persons reasonably believed by the Company to be:
• “investment professionals” falling within Article 19 of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (Order) (as amended), being persons who have professional experience of investing in
unlisted companies;
• "certified high net worth individuals" within the meaning of Article 48 of the Order, being an individual who
has signed a statement (complying with Part I of Schedule 5 to the Order) within 12 months prior to the date
on which this document is communicated to them confirming that they (a) had an annual income of
GBP£100,000 or more or (b) held net assets to the value of GBP£250,000 or more (excluding their primary
residence, any rights under an insurance policy or any benefits (whether pensions or otherwise) payable on
the termination of service or on death or retirement), in each case throughout the financial year before the
date of the statement;
• “high net worth entities” falling within Article 49 of the Order, being a body corporate which has, or is part of
the same group as an undertaking which has, a called-up share capital or net assets of not less than £5m;
or if such body corporate has more than 20 members, GBP£500,000; an unincorporated association or
partnership with net assets of at least GBP£5 million; or the trustee of a trust where the aggregate value of
the cash and investments forming part of the trust's assets is GBP£10 million or more, or has been in the
last 12 months;
• "certified sophisticated investors" within the meaning of Article 50 of the Order, being a person with a
certificate signed by an Authorised Person (such as an independent financial adviser) which confirms that
that person is sufficiently knowledgeable to understand the risks associated with participating in an
investment of this nature, and where that person has signed a statement in substantially the same form as
set out in the above articles;
• "self-certified sophisticated investors" within the meaning of Article 50A of the Order, being an individual who
has signed in the last 12 months a statement (complying with Part II of Schedule 5 to the Order) confirming
that at least one of the following applies:
(i) you are a member of a network or syndicate of business angels and have been so for at least the last
six months;
(ii) you have made more than one investment in an unlisted company in the last two years;
(iii) you are working, or have worked in the last two years, in a professional capacity in the private equity
sector, or in the provision of finance for small and medium enterprises; or
(iv) you are currently, or have been in the last two years, a director of a company with an annual turnover
of at least £1 million;
and any other persons to whom it may otherwise lawfully be communicated, (all such persons together being
referred to as “relevant persons”).
For the full requirements of the Order, relevant persons should refer to the Order which can be provided by the
Company on request.
This Information Memorandum must not be acted on or relied on by persons who are resident in the United
Kingdom who are not relevant persons. Any investment or investment activity to which this Information
Memorandum relates is available only to relevant persons and will be engaged in only with relevant persons.
Any person who is a resident in the United Kingdom who is not a relevant person should not act or rely on this
Information Memorandum – Intergroup Mining Limited 5
Information Memorandum or any of its contents. This Information Memorandum must not be distributed, published, reproduced or disclosed (in whole or in part) by recipients to any other person. OFFER JURISDICTIONS This Information Memorandum does not constitute an offer or invitation to subscribe for Shares in any jurisdiction where, or to any person to whom, it would not be lawful to make the Offer. A Recipient outside Australia or the United Kingdom should comply with all laws of the relevant jurisdiction applicable to an application for Shares made by that Recipient. DATE OF INFORMATION MEMORANDUM The information contained in the Information Memorandum has been prepared as of 1st August, 2018, unless otherwise indicated. Neither the delivery of this Information Memorandum nor any offer or issue of Shares implies or should be relied upon as a representation or warranty that there has been or will be no change since that date in the affairs or financial condition of IG Mining, or that the information contained in this Information Memorandum remains correct at, or at any time after, that date. ENQUIRIES All enquiries regarding this Information Memorandum should in the first instance be directed to the Company by email at info@igmining.com . Information Memorandum – Intergroup Mining Limited 6
TABLE OF CONTENTS IMPORTANT NOTICES --------------------------------------------------------------------- 2 1 ACKNOWLEDGMENTS --------------------------------------------------------------- 4 2 Key information---------------------------------------------------------------------- 8 3 Capital requirements and intentions --------------------------------------------- 10 4 Details of the Offer ---------------------------------------------------------------- 11 5 Project overview------------------------------------------------------------------- 15 6 Company overview ---------------------------------------------------------------- 32 7 Risks -------------------------------------------------------------------------------- 34 8 Additional information ------------------------------------------------------------ 38 9 Glossary ---------------------------------------------------------------------------- 40 10 Directory --------------------------------------------------------------------------- 41 ANNEXURE 1. ------------------------------------------------------------------------------ 42 ANNEXURE 2. Information Memorandum – Intergroup Mining Limited 7
2 KEY INFORMATION
Feature Description Information
Memorandum
section
IG Mining is seeking to raise up to £10,000,000 3.1
Objectives by offering a Convertible Note.
Use of capital The funds raised under the Offer will be used: 3.2
(a) to produce gold from the Brilliant
Brumby Project; and
(b) to drill into known gold ore bodies to
define a JORC resource
(c) to contribute to the working capital of IG
Mining
The Offer You are invited to apply for a Convertible Note 4.1
as set out in this Information Memorandum.
The Offer is defined as below.
Price Offer 4.2
A Convertible Note at 12% per annum interest
with a maturity date of approximately 3 years
(to June 30, 2021) and a conversion price of
GBP£0.12 – for up to £10,000,000.
Application for You can apply for a Convertible Note under the 4.4
Shares under the Offer by returning the Application Form. Any
Offer acceptance of your application is subject to
approval by the IG Mining board.
About IG Mining IG Mining is a company incorporated under the 5 and 6
laws of Australia. It is a company limited by
shares.
IG Mining creates, delivers and captures value
through the production of gold at its Brilliant
Brumby project and accelerating the value of
highly anomalous ore bodies through drilling to
identify a JORC resource. The Company has a
gold exploration project located in North
Queensland, Australia, approximately 250
kilometres from the major seaport of
Townsville, west of Charters Towers, and
immediately north of the high gold bearing
district of Pentland.
Board and IG Mining’s Board has a strong focus on 6
Management governance and investor return. The Board has
a disciplined approach to investment
opportunities and expenditure.
Risks As with any investment, an investment in IG 6
Mining is subject to risk, both of a general
Information Memorandum – Intergroup Mining Limited 8
nature and specific to IG Mining. Specific risks
associated with an investment in IG Mining are
outlined in section 7.1 and 7.2 of this
Information Memorandum.
Rights attaching to Shares issued (if the Note is converted) under 8.1
Shares this Information Memorandum will rank
equally with the Shares currently on issue.
Information Memorandum – Intergroup Mining Limited 93 CAPITAL REQUIREMENTS AND INTENTIONS
3.1 OBJECTIVE
IG Mining is seeking to raise up to GBP£10,000,000 through a Convertible Note.
3.2 USE OF THE OFFER PROCEEDS
The Company intends to use the funds raised under the Offer to:
• Produce gold from the Brilliant Brumby Project.
• Drill into known gold ore bodies to define a JORC resource.
• Use as working capital.
Information Memorandum – Intergroup Mining Limited 104 DETAILS OF THE OFFER
4.1 INTRODUCTION
This Information Memorandum contains an invitation to apply for a Convertible Note to raise
up to £10,000,000 (Offer).
4.2 OFFER TERMS AND CONVERSION PRICE
The Convertible Note issued under this Information Memorandum will be issued under the
following terms:
Issuer Intergroup Mining Limited
Issue Price The Issue price of the Notes is GBP£0.12
At conversion, the holder may convert the Note into the number of Shares
Conversion
nominated in the Application Form.
The Note will be redeemed at the Issue Price on June 30, 2021 unless the
Maturity Date
holder elects to convert them to Shares.
Until the Notes are converted into Shares or redeemed, the Notes will pay
Interest Rate interest at 12% per annum. Interest will accrue from the Issue Date. Interest is
payable half yearly.
Notes may be converted into Shares any time after 12 months from the Issue
Date, leading to maturity, or if the Company elects to exercise its Early
Redemption Rights.
Conversion Rights The Company may also convert the Notes before the Maturity Date in the event
of a Takeover or Sale Event; however, the Notes (plus interest) will always have
to be paid to the holder first, before shareholders receive any payment as a
result of a Takeover or Sale Event.
If the Company’s ordinary shares trade for 45 consecutive business days at
above GBP£0.16, the Company will have the right to redeem some or all of the
Notes. The Company may not exercise this right for the first 12 months after
the Issue Date.
The Company may only exercise its Early Redemption Rights after giving the
Early Redemption Rights Note holder:
• prior written notice of its intention to redeem the Notes; and
• advising Note holders that they may convert their Notes into Shares at
the Conversion Price, such notice period being no less than 10 business
days from the date of such notice.
A conversion notice form by which the Note holder may exercise their
Conversion Notice
conversion rights is attached to the Application Form.
The Shares issued on conversion will rank equally with all existing Shares then
Ranking on Conversion on issue, except that they will not be entitled to any dividend that has been
declared or determined but not paid as at the Conversion Date.
Before conversion, Note holders are not entitled to participate in rights issues,
any return of capital, bonus issue or capital reconstruction. However, the
Participation Rights
conversion ratio will be adjusted in the case of a rights issue, return of excess
capital or bonus issue.
Voting Rights Note holders are not entitled to vote at general meetings.
The Notes are secured against the assets of the Company and rank ahead of all
Secured
Shares in the Company.
Information Memorandum – Intergroup Mining Limited 11Investors can apply for the Convertible Note by completing and returning the Application
Form, annexed to this document.
4.3 WHEN TO APPLY
The Offer will open on the Offer Date 1st August, 2018 and will close on the date on which
the GBP£10,000,000 capital objective is reached through the Offer. However, IG Mining
reserves the right to close the Offer, the terms of the Offer and the maximum subscription
amount at its discretion.
You are encouraged to submit your Application as early as possible after the Offer opens as
it may close at any time subsequently, without notice.
A binding contract to issue a Convertible Note will only be formed if IG Mining approves and
accepts an Application Form from an Investor.
4.4 HOW TO APPLY
You are invited to apply for the Convertible Note under the Offer.
All investors who wish to apply for the Convertible Note must complete and lodge the
Application Form (attached at the end of this Information Memorandum – refer to Annexure
1).
Australian Residents
If you are applying as a Sophisticated Investor or Professional Investor and are an Australian
resident, you must include the relevant annexure to the Application Form (Investor
Certificate) completed by the respective professional (if required) with your Application.
Applications will not be accepted unless an Investor Certificate is provided.
United Kingdom Residents
If you are applying as a Self-Certified Sophisticated Investor or Certified High Net Worth
Investor and are a resident of the United Kingdom, you must include the relevant annexure
to the Application Form (Statement for Certified High Net Worth Individual or Statement
for Self-Certified Sophisticated Investor) with your Application. Applications will not be
accepted unless these Statements are provided.
Information Memorandum – Intergroup Mining Limited 12By completing, signing and returning a Convertible Note Application Form with payment for
the Application Money, you agree to accept the issue of the Note, and be bound by, the terms
and conditions set out in the Convertible Note Terms.
The Application must be lodged with the Company by email (preferable), post or delivery and
the Application Money is to be paid by bank transfer, as below.
Account name Intergroup Mining Pty Ltd
Bank Suncorp Bank Australia
Branch 36 Wickham Terrace, Brisbane, QLD 4000, Australia
BSB 484799
Account 509351744
number
Swift code METWAU4B
Applications lodged by delivery post or email should be directed to:
By delivery or post:
Intergroup Mining Limited
Level 5 RSL Centre
9 Beach Road
Surfers Paradise QLD 4217 By email:
Australia
admin@igmining.com
Information Memorandum – Intergroup Mining Limited 134.5 OFFER INFORMATION
Questions about IG Mining and the Offer should be directed to the Company’s Managing
Director at info@igmining.com.
You should consider the risks involved in investing generally and, in particular, in IG Mining
and its industry prior to investing. This Information Memorandum provides you with both
the merits as well as the risks involved in investing in IG Mining and you must satisfy yourself
that an investment in the IG Mining Convertible Note is appropriate, having regard to your
particular circumstances. Refer to section 7 for further details on certain potential
investment considerations and risks associated with an investment in the IG Mining
Convertible Note.
4.6 TAXATION IMPLICATIONS OF THE OFFER
All Investors should seek and rely on their own advice regarding the possible tax
consequences of accepting or declining the Offer. Neither IG Mining nor any of its Directors
or officers, nor its taxation or other advisers, accept any liability or responsibility in respect
of any statement concerning taxation consequences, or in respect of the taxation
consequences themselves.
Information Memorandum – Intergroup Mining Limited 145 PROJECT OVERVIEW
5.1 BUSINESS OBJECTIVE
IG Mining creates and delivers value through the production of gold at its Brilliant Brumby
project and accelerating the value of highly anomalous gold ore bodies through advanced
exploration drilling to identify a significant JORC resource.
5.2 EXECUTIVE SUMMARY
Intergroup Mining Limited, an Australian company, together with it’s wholly owned subsidiary
Jodo Gold Pty Ltd, has a major gold development & exploration project located in North
Queensland, Australia, approximately 250 kilometres from the major seaport of Townsville,
west of Charters Towers, and immediately north of the gold bearing district of Pentland.
Key Highlights of the project include
• The mining asset is located within the Charters Towers – Ravenswood Gold Province, which
has produced more than 20 million ounces of Gold.
• Credentialed management is in place, with 3 generations of mining experience.
• A project area of over 148 square kilometers.
• Geologists report that the setting is conducive for a major ore body to be present in the
district.
• A Mining Lease application (ML 100008) has been approved by the Department of Natural
Resources and Mines. The area of the ML is 179.284 hectares, out of the total project area
of 14,800 hectares.
• 1331 surface geochemical samples have been assayed, including 208 stream sediment
samples, 647 Soil samples and 428 Rock Chip Samples. In addition 2992 drilling samples
have been assayed (2685 RC, 204 RC-QAQC, & 103 Auger drilling samples).
Information Memorandum – Intergroup Mining Limited 15• Rock chip samples include 176 g/t gold, 95.7 g/t gold & 82.2 g/t gold at Brilliant Brumby,
as well as several samples above 20 g/t gold, along with excellent results from soil samples.
• Sediment samples included assay results of 171,000ppb Au, 6,790ppb Au & 4,780ppb Au.
• Multiple samples contain visible gold.
Gold mining preparation has commenced on site. Production equipment is in the process of
manufacture. Gold production is scheduled for Q4 2018.
5.3 PROLIFIC MINING REGION
The project area is within close geological proximity to Australia’s richest major gold field
and located within a region with multiple million ounce (Moz) gold discoveries nearby.
Information Memorandum – Intergroup Mining Limited 16Management are highly experienced with mining exploration within this region. The Doyle
family has three generations of mining history and has participated in the discovery of several
large resource properties, including the initial discovery and exploration of the Century mine,
one of Australia’s primary silver/lead deposits.
5.4 THE PROJECT AREA
There are multiple targets within the project area, incorporating
- Mesothermal high grade narrow veins (Devonian era), and
- Bulk mineable (Permo Carboniferous) intrusion-related gold.
The Primary Target areas are identified as
• Brilliant Brumby (Mining Lease area)
• High Ridge
• Oakey Creek
• Brandy Creek
The Mining Lease area (ML100008) is the focus of gold production and has multiple
mineralized lodes down a 2km strike length with significant gold mineralization from surface
to 120 meters plus. This is typical of the quartz vein mesothermal “Charters Towers style” gold
mineralizing systems that are well known for their high grade and deep structures.
There are 3 historic mines in the Project Area. Gold was not discovered in the area until 1937
and led to the Mt Stewart gold rush. The initial mining was on the Surprise and Brilliant
Brumby workings.
Information Memorandum – Intergroup Mining Limited 17At Surprise a shaft at least 34m deep produced 1,650 oz gold from 2600 tons, while the Brilliant
Brumby has recorded production of 790 oz gold from 950 tons of ore. The extent of workings,
however, suggests that more may have been produced but not officially recorded.
Mining Lease area (ML100008) is the focus of gold production and has multiple mineralized
lodes down a 2km strike length with significant gold mineralization from surface to 120 meters
plus. This is typical of the quartz vein mesothermal “Charters Towers style” gold mineralizing
systems that are well known for their high grade and deep structures.
The average grades of these 3 historic mines were 20 to 50 times the global average for gold
mines (Surprise at 20g/t Au, Brilliant Brumby – 26g/t Au and Brandy Creek 51g/t Au) and
also typical of the grades achieved at Charters Towers (34g/t Au) compared to the global
average of 1.01g/t Au.
A total of 1331 surface geochemical samples have been taken from the Brilliant Brumby area,
including
- outstanding rock chip samples of 176g/t Au (Gold), 95.7g/t Au, 82.2g/t Au, with multiple
samples above 20g/t Au
- extraordinary stream samples of 171,000ppb Au, 6,790ppb Au & 4,780ppb Au.
- Multiple samples contain visible gold.
Information Memorandum – Intergroup Mining Limited 18There have been two successful drill programs to date, totalling 4,633 meters of drilling with
2992 drilling samples. These drill programs have confirmed that
• Widespread surface mineralisation continues down hole, with high grade drill
samples up to 74.1g/t Au.
• The mineralisation has not been closed off at depth (extending 120m+) or along strike
to the north.
• The characteristics of the deposits have mesothermal characteristics similar to
Charters Towers style vein systems, which offer deep & high grade potential.
Information Memorandum – Intergroup Mining Limited 19Drill programs to date have tested 550m of the mapped ~2,400m of lodes on the Brilliant
Brumby line.
An additional 5,000 metre drill program is also planned in the 2nd half of 2018.
The Mining Lease area covers multiple highly mineralised lodes and is fully permitted for gold
production. This high-grade surface mineralisation leads to easy access, low cost production,
and short term revenue and cash flow.
Information Memorandum – Intergroup Mining Limited 20The gold is contained in quartz veins within steeply dipping sericitic hydrothermal alteration
lodes. Both the veins and lodes display en echelon (closely-spaced, parallel/subparallel,
overlapping or step-like minor structures) partners with quartz often orientated at strongly
oblique orientations to the strike.
Site Work Commencement.
Extensive work is now being carried out to
• Expose the gold bearing quartz
• Stockpile ore for processing
• Prepare drill pads for further exploration
The extraction of a 1,000 ton bulk sample of gold mineralisation from ML 100008 commenced
in December 2017. The rationale for the work includes commencement of early cash flow
operations and establishing what gold grades are achievable from the quartz hosted gold
mineralisation.
The 1,000 ton bulk sample which will be used to provide vital data from metallurgical tests to
determine the mineral processing equipment requirements and the necessary gold processing
flow sheet (crusher, shaking table, concentrator, flotation etc) in order to optimise the level of
gold recovery.
Information Memorandum – Intergroup Mining Limited 21Current stockpiled material ranges in grade from 3g/t gold to one ounce per tonne and is
representative of the grade along the 2km strike length. Selective mining of the veins is
expected to result in high grade gold ore.
The Company’s Exploration Manager, Kevin Doyle, recently tested some 134kg of ore from
mullock dumps within the ML area which was crushed to -0.6mm and processed through a
hydraulic gold concentrator resulting in 10.8grams of gold recovered, i.e. a head grade of
63.5g/t Au.
Gold Recovery - Lab Results.
Separate to this, laboratory test work has also been carried out at the Gekko Labs, with
excellent results being obtained on mineralised ore from the Brilliant Brumby ML Project area.
The aim of the test work was to determine the amenability of the ore to Gekko Python
processing technology and in particular to determine the maximum gold recovery. It was found
that:
1. The calculated head grade from the 54.32 kg Two Stage CGR test was 8.74 g/t Au. This
compared well to the calculated head grade derived from the 1 kg grade by size analysis of
the minus 1.18 mm feed, which was 8.38 g/t Au.
2. Combined Two Stage CGR, Single Pass Knelson and flotation gave an outstanding overall
gold recovery of 97.5% into 5.84% of the mass at a concentrate grade of 135.8 g/t Au.
Information Memorandum – Intergroup Mining Limited 22On-site Production.
A range of options have been looked at for the treatment of ore and gold production, including
1. The shipment of ore to the nearby Pajingo Gold Mine, already established to produce
gold dore (as an interim measure). Technical personnel from Pajingo have visited
the site seeking additional ore sources for their underutilised treatment plant which
is 80km away along good roads. Transportation costs were estimated at $30 per
tonne.
2. The crushing of ore and production of a gold concentrate on site, for later shipment
to a nearby mine to produce gold dore.
3. The establishment of full production facilities on site.
The Company has decided to set up full production facilities on site, in association with an
experienced contract miner. This is expected to accelerate the project into cash flow.
Mining is planned as a series of shallow open pits feeding a central mill. Modelling of
exploration results has led geologists to identify a series of shallow open pit gold mining targets
to a depth of 120 metres.
The initial strategy for gold production is to focus on the northern part of the Mining Lease
area at Surprise & Silica Ridge.
Information Memorandum – Intergroup Mining Limited 23At Surprise, the plan is to ramp down from the south to the old workings. It is apparent that
the reef there has good continuity over 50 to 100m or more. The continuity of the reef suggests
focused ore-fluids there and that it may well keep going at depth as the conceptual section
below shows.
Based on the half-ounce/t Au quartz sample from 7m depth at the south end of Surprise, and
on the historic 1 oz/t figures from there, Surprise looks the best high-grade option at the
moment. It also has the advantage of being in deeply weathered ground (more easily excavated
near surface) and has potential below the cover to the north.
Silica Ridge has some wider drill hole intersections, possibly suitable for an open pit. The
costeaning confirmed that the gold persists to the surface there.
Additional costeaning (and drilling) is planned to the other lodes in the Mining Lease area and
this will confirm the shallow production potential and program sequence & schedule.
Aside from the Mining Lease area, the other primary targets include
• High Ridge
• Oakey Creek
• Brandy Creek
Information Memorandum – Intergroup Mining Limited 24High Ridge.
High Ridge is located east north east of the Mining Lease area. Rock chip sample assays have
measured up to >1oz/t Au, >1oz/t Ag, and Pb at >1%, 91ppm As, 68ppm Bi, >100ppm Mo.
The gold / silver / lead combination suggests a large target. The generally elevated Mo and Bi
suggests the possibility of a younger Permo-Carboniferous component to the mineralisation.
The working hypothesis is that the 3km N-S zone of alteration is the main ore channel way
and that the gold deposited in brittle zones off the main fracture. The geologists advise that
the best gold often drops out in the complex fracture array at the end of major mineralised
faults in places where the best fluid flow occurred. The highest grades at Golden Spur seem
to fit this concept. These zones can have considerable vertical extent.
Information Memorandum – Intergroup Mining Limited 25Oakey Creek.
The Oakey Creek EPM represents a compelling prospect. Extensive research of the open file
data was undertaken which highlighted untested gold potential. Definitive parameters are
the known presence of gold, breccias and rhyolites.
The principal target is the “Mundic Breccia” which lies within the Mundic Igneous Complex
(Clarke & Paine, 1970) and is now believed to be of Early-Mid Permian age (Jell, 2013, p.494).
The breccia is larger than those which host the Kidston and the Mt Leyshon 3 to 5 Moz gold
orebodies.
Brandy Creek.
Brandy Creek is located west of the Mining Lease area. Based on the similarity of the
mineralisation to that on the 2 km strike length on the Brilliant Brumby Line to the east where
shallow resources are inferred, the known Brandy Ck strike length may conceptually host
resources of a quarter to a third of those at Brilliant Brumby.
Information Memorandum – Intergroup Mining Limited 26The highest gold values were found on the north western workings with 6 samples over 100m
strike ranging from 2.5 to 11.5 g/t Au, averaging 7.3 g/t Au. Other high gold assays included
15.2 and 4.3 g/t Au in the south eastern group.
5.5 EXPLORATION DRILL RESULTS.
A comprehensive drill program of over 3,000 meters commenced on site in December 2013
and was completed in early 2014. A further drill program of over 1600 meters was carried out
in June 2014.
Multiple high-grade gold intercepts were encountered in the drill programs.
What follows is a brief summary, however, a more detailed report is available on the results of
the drilling programs on the company website at www.igmining.com
Following the 2013-14 drill programs and the identification of ore bodies the Company lodged
a Mining Lease application on 24th November 2014. The application was protracted and was
eventually granted on 10th October, 2016. In the meantime, the Company has continued
exploration works and expanded the EPMs to cover further mineralized zones.
A summary of the Brilliant Brumby drill highlights is shown below.
Information Memorandum – Intergroup Mining Limited 27Drilling Results Summary – Drill Program 1
In summary, numerous high grade gold intercepts were encountered in the main Brilliant
Brumby area, including 7 meters @ 3.49g/t Au that carries 1 meter @ 21.9g/t Au in Hole #10;
6 meters @ 3.93g/t Au carries 1 meter @21.4g/t Au at Hole #14 in Brilliant Brumby North
area; and 40 meters @0.95g/t Au in Hole #22 at Silica Ridge.
The thicker, lower grade zones reported in Hole #22 at Silica Ridge suggest that geological
conditions are conducive for larger masses of mineralisation with higher gold grades being
present in the immediate area, at similar depths, along the trends indicated by the magnetic
surveys and anomalous geochemical sampling at the surface.
The most significant in terms of grade and down hole thickness are Holes #10 & #8, with 7
meters @ 3.49g/t Au and 16 meters @ 0.48g/t Au, respectively.
Information Memorandum – Intergroup Mining Limited 28Drilling Results Summary – Drill Program 2.
An independent report on the drill results, by geologists I2M Associates, states
“The ground magnetic surveys have identified numerous large-scale geological structures and
these appear to represent and unusual potential along a 2 kilometer strike length for
significant gold mineralisation at depths of 120 meters and deeper.”
“These structures display magnetic destructive alteration typical of quartz-vein mesothermal
‘Charters Towers style’ gold mineralizing systems that are well known for their high grade and
deep structures carrying significant gold ore that have been mined even at prices much lower
than today.”
Information Memorandum – Intergroup Mining Limited 29Planned Drill Program.
An extensive ongoing drill program is planned as outlined below.
Information Memorandum – Intergroup Mining Limited 30Gold Proliferation.
Whilst the Brilliant Brumby has been recognised as a mesothermal Charters Towers style vein
system, the mineralisation in the northern part of the Mining Lease application area has cross-
cut dyke rocks which appear to be of Permo-Carboniferous age, west of the Surprise.
The Company’s geologists advise that this, in conjunction with the presence of Permo-
Carboniferous intrusions on the eastern side of the project area, has the potential to upgrade
the prospectivity of the region.
If the mesothermal vein mineralisation at Brilliant Brumby is of older (Charters Towers) age,
now exposed through 400 million years of erosion, it formed much deeper in the crust (higher
pressures) where ore widths are constrained by pressure.
If the mineralisation formed at a younger Permo Carboniferous age, the mineralisation is less
eroded and formed in a lower pressure environment where greater widths of breccia-hosted
mineralisation could have formed and be preserved. This possibility is encouraging, however
it needs further testing in the area to confirm.
The Mt Leyshon (3+ million oz. Gold), Mt Wright (1+ million oz. Gold) and Ravenswood (4+
million oz. Gold) gold mines are evidence of mineralisation from this Permo-Carboniferous
era. The Mundic Igneous Complex which runs through the eastern side of the tenements
contains some breccias and is also of this age.
A video of the project can be viewed at https://www.igmining.com/video/ as well as other details
on the website https://www.igmining.com/
A report is also included as Annexure 2, which has been prepared and issued by Dr Michael Green,
DOC Investments Limited, dated 31st July, 2018 and approved for release 1st August, 2018, by
Eastwood Anglo Corporate Finance Limited (EACF), solely for the purposes of section 21(2) of the
UK Financial Services and Markets Act 2000. EACF is authorised and regulated by the Financial
Conduct Authority.
Information Memorandum – Intergroup Mining Limited 316 COMPANY OVERVIEW
6.1 COMPANY STRUCTURE
Intergroup Mining
Limited
100%
Jodo Gold Pty Ltd
6.2 CAPITAL STRUCTURE
The Company currently has a total of 640,471,654 Shares issued and outstanding.
6.3 BOARD OF DIRECTORS
The Board has a broad range of experience in mining and project development, combined
with relevant legal and commercial expertise.
Walter Doyle – Managing Director & CEO
Walter has over 30 years of experience of mining and resource properties in Australia. The Doyle
family has three generations of mining history. Walter is a venture capitalist who is also a specialist
in public equity markets worldwide. Most recently, he was behind the resurrection of Sirius Minerals
(AIM:SXX) which was transformed from a destitute shell company into a potash business where the
share price went from 2p to 32p, capitalising that company at >£1 Billion.. He is currently Managing
Director of London listed NQ Minerals (ISDX:NQMI).
Brian Stockbridge – Director
Brian Stockbridge is an investment banker, based in London. He has held senior positions with
several well-respected City firms, including Grant Thornton, Noble & Company (now part of Espirito
Santo Investment Bank), and Allenby Capital. In 2012, Brian opened the London office of the
independent investment banking operation Zeus Capital. As a regulator at the Panel on Takeovers
& Mergers, he was the primary case officer for over 150 transactions valued up to and over £1bn.
Brian is experienced in raising funds for companies and is a former Qualified Executive for the
purposes of AIM. In 2014, Brian set up International Financial Strategic Associates (IFSA), a
boutique financial advisory and investment company. He is currently Non-Executive Chairman of
London listed NQ Minerals (ISDX:NQMI)
Stephen White – Director
Stephen White is an investment banker specialising in start-up and growth phase enterprise. Over
the last three decades, Stephen has been involved in a diverse cross section of industries, including
property development, energy projects, finance, investment banking, export, environmental
technologies and has wide experience in mining exploration, including gold and base metals,
uranium, potash, phosphate, coal, and oil & gas. During this period Stephen has been on the Board
Information Memorandum – Intergroup Mining Limited 32of Directors of over 30 companies and performed the role of Managing Director / CEO of 13 of these companies (averaging over 5 years at each) – all of which were “Start-Up” enterprises. He has provided hands on Corporate Development advice to numerous North American and UK based public companies and has over 20 years experience in mergers and acquisitions in major public equity markets worldwide. He is currently a Director of Hellyer Gold Mine in Tasmania. Kevin Doyle – Director Kevin Doyle have a lifetime of experience in mining and resource properties within the region, particularly gold, silver, lead, iron ore, uranium, thorium, tin and potash. He is based in Townsville and has a very strong hands-on approach, working closely with a highly experienced team of geologists. Kevin Doyle has a proven track record in locating properties with valuable resources and developing them to bankable stage. Kevin is also the Exploration & Development Manager. John Bohringer – Director John Bohringer has 25 year’s experience in corporate development, acquisitions, merges, new floats, capital raising and was Chief Executive Officer and Major shareholder in public companies including Grace Bros Electrical services, in Australia and Allen Communications in America. He founded and owned three insurance broking groups and was CEO and shareholder of a LLOYDS of London insurance underwriting company Rossfield Insurance Corporation Limited. Information Memorandum – Intergroup Mining Limited 33
7 RISKS
Almost any investment involves some risk, as investments can decline as well as increase in
value.
Before deciding whether to make application for the Convertible Note, you should carefully
consider the principal risks to which you are exposed and whether an investment in a
Convertible Note with IG Mining is a suitable investment for you. There are general risks
relating to any investment, and there are also some specific risks associated with IG Mining.
If you are in doubt as to whether you should apply, you should first seek advice on the
matters contained in this Information Memorandum from a professional adviser.
7.1 BUSINESS RISK
Dependence on key IG Mining depends on the talent and experience of its
personnel directors, consultants and contractors. It is essential that
appropriately skilled staff be available in sufficient numbers
to support the Company’s business. Loss of key staff
(including contractors and consultants) or the inability to
attract suitable additional staff may have a negative impact
on IG Mining.
Competition IG Mining will compete with other companies, including other
gold exploration companies. Some of these companies have
greater financial and other resources than IG Mining and, as
a result, may be in a better position to compete for future
business opportunities. There can be no assurance that IG
Mining can compete effectively with these companies.
Approval risk The Company requires approvals from a number of
government authorities to proceed with the production of the
projects including approvals from the Department of Natural
Resources & Mines of the Queensland state government.
These approvals may be significantly delayed, may be granted
with conditions that are unacceptable or unduly onerous, or
may not be granted at all.
Dilution IG Mining may need to proceed with further capital raisings
to continue to develop the Company’s projects, and in the
event future suitable projects are identified for investment or
acquisition. Any future capital raisings will be considered at
the appropriate time, however will dilute the interests of
existing Shareholders, and people who become Shareholders
after converting the Note for Shares under the Offer.
Financing risk IG Mining may not be able to secure equity or debt finance
sufficient to complete the development of its projects. This
may have a material adverse effect on the Company. For
instance, if required funds are not forthcoming, IG Mining
31057505v2 | Information memorandum 34may need to farm out its interests or reduce its commitments.
A failure to meet licence commitments will render licence
areas liable to be cancelled. Any additional equity finance
may dilute existing Shareholders. In addition, any future debt
financing may involve restrictions on the operations and
further financing of IG Mining.
Environmental risks Environmental and safety legislation may change in a manner
that requires standards in addition to those now in effect, and
a heightened degree of responsibility for IG Mining and its
Directors and employees. There may also be unforeseen
environmental liabilities resulting from exploration or mining
activities, which may be costly to remedy. IG Mining may
incur substantial costs for environmental rehabilitation,
damage control and losses by third parties resulting from its
operations.
Operating and technical Disruptions to operations may be caused by equipment
risks and costs failure, adverse geological and mining conditions, industrial
accidents, labour disputes, customs and port delays,
incorrect equipment specification or operations which all
result in increased costs affecting IG Mining’s competitive
position.
Development capital The capital cost of the proposed development could vary with
cost changes in a variety of factors, including exchange rates
which affect imported capital equipment prices and geological
and technical conditions encountered during the
construction of production facilities. A substantial
development cost overrun could have a material adverse effect
on the financial performance of the Company.
Exploration results There is a risk that the exploration activities may not produce
results which make it viable for IG Mining to proceed to
production. This will have an adverse impact on IG Mining’s
future development.
Licence title rights Exploration, environmental and production licences are
granted for specific time periods and are subject to specific
obligations to be undertaken by the licence holders. If the
licences are not renewed, the Company’s business plan and
development programs may require modification.
Information Memorandum – Intergroup Mining Limited 357.2 Specific industry risks
General resource sector In common with other enterprises undertaking business in
risks the natural resources sector, certain risks are substantially
outside the control of IG Mining. These risks include:
(a) Abnormal stoppages in production or exploration due to
factors such as industrial disruption, infrastructure
access, environmental hazards, major equipment failure
or accident;
(b) Environmental issues such as flooding and the
discharge of toxic chemicals;
(c) Unforseen adverse geological, mining conditions or
technical difficulties;
(d) Risks associated with the natural resources industry
being subject to various regulatory approvals; and
(e) Contract default by mining or exploration contractors or
major customers.
Gold price fluctuations The price for gold will depend on available markets and supply
and demand dynamics.
Market prices are also affected by transmission and
distribution costs. Any substantial decline in gold prices or
increase in distribution costs could have a material adverse
effect on IG Mining.
7.3 General risks
Economic conditions IG Mining’s performance will be influenced by a variety of
macro-economic and market conditions including the level of
inflation, interest rates, currency exchange rates, investor
sentiment, energy sources, political changes, and government
fiscal, monetary and regulatory policies which are beyond the
control of IG Mining’s directors, staff, consultants and
contractors.
Prolonged deterioration in one or more of these macro-
economic conditions may have an adverse impact on IG
Mining’s performance, the amount of returns generated by IG
Mining, and the company’s share price.
Insurance It cannot be guaranteed that IG Mining will secure insurance
coverage in the future at an acceptable rate and capable of
covering all claims. Accordingly, IG Mining may not be
insured against all possible losses.
Liquidity IG Mining is at present a proprietary limited company and
shares in IG Mining will not be freely tradable in its current
form. While it is intended that IG Mining will proceed to
convert to a public company, this will not result in a
secondary or freely tradable market for Shares.
Information Memorandum – Intergroup Mining Limited 36You can also read
