Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
BROCKMAN MINING LIMITED
布 萊 克 萬 礦 業 有 限 公 司 *
(incorporated in Bermuda with limited liability)
(SEHK Stock Code: 159)
(ASX Stock Code: BCK)
OVERSEAS REGULATORY ANNOUNCEMENT
QUARTERLY ACTIVITIES REPORT
The following is the text of the quarterly activities report released by Brockman Mining Limited (the "Company") on ASX Limited on 30 October 2019.
By order of the B oard of
Brockman Mining Limited
Chan Kam Kwan, Jason
Company Secretary
Hong Kong, 30 October 2019
As at the date of this announcement, the board of directors of the Company comprises Mr. Kwai Sze Hoi (Chairman), Mr. Liu Zhengui (Vice Chairman) and Mr. Ross Stewart Norgard as non- executive directors; Mr. Chan Kam Kwan, Jason (Company Secretary), Mr. Kwai Kwun Lawrence and Mr. Colin Paterson as executive directors; Mr. Yap Fat Suan, Henry, Mr. Choi Yue Chun, Eugene and Mr. David Rolf Welch as independent non-executive directors.
- For identification purpose only
Incorporated in Bermuda with limited liability
SEHK Stock Code: 159
ASX Stock Code: BCK
QUARTERLY REPORT For the quarter ended
30 September 2019
QUARTERLY ACTIVITIES REPORT 30 September 2019
Table of Contents | ||
1. | HIGHLIGHTS ............................................................................................................... | 3 |
2. | MARILLANA IRON ORE PROJECT............................................................................. | 4 |
3. | CORPORATE REVIEW................................................................................................ | 4 |
4. | TENEMENTS ................................................................................................................ | 5 |
5. | CORPORATE PROFILE ............................................................................................... | 6 |
6. | GLOSSARY................................................................................................................. | 7 |
7. | APPENDIX 5B ............................................................................................................. | 9 |
2
QUARTERLY ACTIVITIES REPORT 30 September 2019
1. HIGHLIGHTS
- Work continued towards the satisfaction of the Farm-In Obligations by Polaris. The parties also agreed to extend the Farm-In Period to 31st July 2020.
- Brockman Iron and Polaris agreed to vary certain key dates under the FJV Agreement. Those dates are: (i)Construction commencement of the Rail and Port System is to be extended from 'on or before 31 December 2019' to 'on or before 31 December 2020'; and (ii) Operation commencement of the Rail and Port System is to be extended from 'on or before 31 December 2021' to 'on or before 31 December 2022.
- The Mine to Ship Services Agreement (MSA) that was entered by Brockman Iron, Polaris, MRL and SPV (a wholly-owned subsidiary of MRL) on 21 January 2019 has been amended. The satisfaction of the Conditions Precedent for the MSA is now extended from 31 December 2019 to 31 December 2020.
3
QUARTERLY ACTIVITIES REPORT 30 September 2019
2. MARILLANA IRON ORE PROJECT
Transfer of 50% Interest in Marillana
Project, Formation of Unincorporated
Joint Venture, and Mine to Ship
Services Agreement
Brockman Iron Pty Ltd (Brockman Iron) and Polaris Metals Pty Ltd (Polaris) entered into a farm-in and joint venture agreement (FJV Agreement) pursuant to which subject to the terms and conditions therein, Polaris may farm-in by satisfying the farm-in obligations and earn a 50% interest in the Marillana Project. For details of the transaction please refer to the Company's announcement dated 26 July 2018.
The FJV Agreement became Unconditional on 21 January 2019, marking the commencement of the Farm-in Period. During the Farm-In Period, Polaris shall perform its Farm-in Obligations on the Marillana Project. Upon Polaris satisfying the Farm-in Obligations, the Joint Venture shall be established (Farm-in Date) and the Farm- in Interest will be transferred to Polaris. The parties have agreed that the Farm-In Period will be extended to 31 July 2020 to give Polaris extra time to complete the Farm-In Obligations.
The Joint Venturer and a subsidiary of MRL (SPV) have also entered into the Mine to Ship Services Agreement (MSA) for the transport of the Marillana iron ore product via a light- rail system from the mine site to Port Hedland on 21 January 2019. The MSA is subject to several conditions precedent including execution of an agreement with the State of Western Australia, procuring all the leases and licences for the light rail system and at Port Hedland, MRL and SPV obtaining the
4
finance to fund the construction and commissioning of the rail and port infrastructure and MRL's board making a final capital investment decision to proceed with the infrastructure project.
Upon satisfaction of all conditions under the Mine to Ship Logistics Agreement, MRL will be obliged to construct and commission the rail and port infrastructure needed to establish, operate and provide a service to transport up to 30Mtpa of iron ore from the mine site to Port Hedland and on to vessels for export for the life of the Marillana Project.
During the period, Brockman Iron and Polaris have agreed to extend certain key dates pertaining to the FJV Agreement and the MSA. Those dates are: (i) Construction commencement of the Rail and Port System is to be extended from 'on or before 31 December 2019' to 'on or before 31
December 2020'; (ii) Operation commencement of the Rail and Port System is to be extended from 'on or before 31 December 2021' to 'on or before 31 December 2022; and (iii) The satisfaction of the Conditions Precedent for the MSA is now extended from 31 December 2019 to 31 December 2020.
3. CORPORATE REVIEW
Cash position
The consolidated cash position of the Group as at 30 September 2019 was HK$14.7 million.
QUARTERLY ACTIVITIES REPORT 30 September 2019
4. | TENEMENTS | ||||||
Tenements disposed of during the Quarter | |||||||
Project | Location | Tenement | Tenement | Commodity | Status | Interest | |
type | number | held | |||||
Duck Creek East | West Pilbara | E | 47/2215 | Iron Ore | Surrendered | 0% | |
Phils Bore | West Pilbara | E | 47/2905 | Iron Ore | Surrendered | 0% | |
Tenements acquired during the Quarter | |||||||
Project | Location | Tenement | Tenement | Commodity | Status | Interest | |
type | number | held | |||||
Ophthalmia | East Pilbara | E | 47/4240 | Iron Ore | Application | 100% | |
Tenements held at end of Quarter | |||||||
Project | Location | Tenement | Tenement | Commodity | Status | Interest | |
type | number | held | |||||
Duck Creek | West Pilbara | E | 47/1725 | Iron Ore | Granted | 100% | |
Duck Creek | West Pilbara | E | 47/3152 | Iron Ore | Granted | 100% | |
Duck Creek East | West Pilbara | E | 47/2994 | Iron Ore | Granted | 100% | |
Fig Tree | East Pilbara | E | 47/3025 | Iron Ore | Granted | 100% | |
Juna Downs | West Pilbara | E | 47/3363 | Iron Ore | Granted | 100% | |
Juna Downs | West Pilbara | E | 47/3364 | Iron Ore | Granted | 100% | |
Madala Bore | West Pilbara | E | 47/3285 | Iron Ore | Granted | 100% | |
Marandoo | West Pilbara | E | 47/3105 | Iron Ore | Granted | 100% | |
Marillana | East Pilbara | L | 45/0238 | Iron Ore | Application | 100% | |
Marillana | East Pilbara | M | 47/1414 | Iron Ore | Granted | 100% | |
Marillana | East Pilbara | E | 47/3170 | Iron Ore | Granted | 100% | |
Marillana | East Pilbara | E | 47/3532 | Iron Ore | Application | 100% | |
Mindy | West Pilbara | E | 47/3585 | Iron Ore | Granted | 100% | |
Mindy | West Pilbara | E | 47/4206 | Iron Ore | Application | 100% | |
Mt King | West Pilbara | E | 47/3446 | Iron Ore | Granted | 100% | |
Ophthalmia | East Pilbara | E | 47/1598 | Iron Ore | Granted | 100% | |
Ophthalmia | East Pilbara | E | 47/2280 | Iron Ore | Granted | 100% | |
Ophthalmia | East Pilbara | E | 47/2291 | Iron Ore | Granted | 100% | |
Ophthalmia | East Pilbara | E | 47/3549 | Iron Ore | Granted | 100% | |
Ophthalmia | East Pilbara | E | 47/4240 | Iron Ore | Application | 100% | |
Ophthalmia | East Pilbara | R | 47/0013 | Iron Ore | Granted | 100% | |
Ophthalmia | East Pilbara | R | 47/0015 | Iron Ore | Granted | 100% | |
Ophthalmia | East Pilbara | R | 47/0016 | Iron Ore | Granted | 100% | |
Parson George | East Pilbara | E | 47/3217 | Iron Ore | Granted | 100% | |
Parson George | East Pilbara | E | 47/3491 | Iron Ore | Granted | 100% | |
Punda Spring | East Pilbara | E | 47/4037 | Iron Ore | Application | 100% | |
Punda Spring | East Pilbara | E | 47/4038 | Iron Ore | Application | 100% | |
Punda Spring | East Pilbara | E | 47/4039 | Iron Ore | Application | 100% | |
Punda Spring | East Pilbara | E | 47/4040 | Iron Ore | Application | 100% | |
Punda Spring | West Pilbara | E | 47/3575 | Iron Ore | Granted | 100% | |
Tom Price | West Pilbara | E | 47/3565 | Iron Ore | Granted | 100% |
5
QUARTERLY ACTIVITIES REPORT 30 September 2019
5. CORPORATE PROFILE
Brockman Mining Limited
ARBN 143 211 867
Non-executiveDirectors:
Kwai Sze Hoi (Chairman)
Liu Zhengui (Vice Chairman)
Ross Stewart Norgard
Executive Directors:
Chan Kam Kwan Jason
(Company Secretary)
Kwai Kwun Lawrence
Colin Paterson
Independent Non-executiveDirectors:
Yap Henry Fat Suan
Choi Yue Chun Eugene
David Rolf Welch
Registrars
Principal Share Registrars and Transfer Office MUFG Fund Services (Bermuda) Limited 4th Floor North
Cedar House
41 Cedar Avenue
Hamilton HM 12 Bermuda
Branch Share Registrars and Transfer Office -Hong Kong
Tricor Secretaries Limited
Level 54, Hopewell Centre
183 Queen's Road East
Hong Kong
Branch Share Registrars and Transfer Office -Australia
Computershare Investor Services Pty Limited
Reserve Bank Building
Level 11, 172 St George's Terrace
Perth, Western Australia, 6000
Securities on issue at 30 September 2019 Quoted securities
9,221,232,131 fully paid shares on issue
Unquoted securities
149,500,000 unlisted options granted
-
134,000,000 share options, expiring
31 December 2020 EX HK$0.124 - 15,500,000 share options, expiring
31 December 2020 EX HK$0.162
There were no shares and share option issued during the period.
By order of the Board of Directors of Brockman Mining Limited Chan Kam Kwan, Jason
Company Secretary, Hong Kong
6
QUARTERLY ACTIVITIES REPORT 30 September 2019
6. GLOSSARY
"ASX" | ASX Limited ABN 98 008 624 691 |
"AUD" | Australian dollars |
"Board" | the Board of Directors of the Company |
"Brockman" or "Company" | Brockman Mining Limited ARBN 143 211 867, the shares of which are listed |
on the SEHK and ASX | |
"Brockman Iron" | Brockman Iron Pty Ltd, a wholly owned subsidiary of the Company |
"Buy-Out" | Brockman Iron's acquisition of Polaris' JV Interest in the event the certain |
timeline in relation to the Rail and Port System is not met pursuant to the FJV | |
Agreement | |
"Farm-in Date" | the date the Farm-in Obligations are satisfied by Polaris |
"Farm-in Interest" | a 50% undivided registered legal interest in the Tenements |
"Farm-in Obligations" | the obligations under which Polaris is required to satisfy in order to earn a 50% |
interest in the Marillana Project under the FJV Agreement | |
"Farm-in Period" | the period commencing on the Unconditional Date and ending on the date |
that is the later of the date that Polaris satisfies the Farm-in Obligations and | |
the date that is 6 months after the Unconditional Date | |
"FJV Agreement" | the farm-in and joint venture agreement 26 July 2018 entered into between |
Brockman Iron and Polaris | |
"Group" | Brockman Mining Limited, its associates and subsidiaries |
"Joint Venture" | the unincorporated joint venture to be established between Brockman Iron |
and Polaris pursuant to the terms of the FJV Agreement | |
"Joint Venturer" | a party which holds a JV interest, which as the date of the FJV Agreement |
means each Brockman Iron and Polaris | |
"Marillana Project" | the 100% owned iron ore project of the Company located in the Hamersley |
Iron Province within the Pilbara region of Western Australia | |
"MRL" | Mineral Resources Limited, the shares of which are listed on the ASX |
"Polaris" | Polaris Metals Pty Ltd, a wholly owned subsidiary of MRL |
"Products" | all iron ore or other mineral or metallic ores, concentrates, metals and other |
mineralised products, and any other mineral resources, processed, smelted | |
or refined from ores extracted from the Marillana Project | |
"Rail and Port System" | a bulk ore rail and port system to enable Products from the Marillana Project |
to be transported to Port Hedland | |
"SEHK" | the Stock Exchange of Hong Kong Limited |
"SPV" | a wholly owned subsidiary of MRL, ACN 629 927 911 |
7
QUARTERLY ACTIVITIES REPORT 30 September 2019
"State Agreement" | a legal contract between the Western Australian Government and a |
proponent of a major project within the boundaries of Western Australia | |
setting out the rights, obligations, terms and conditions for the development | |
of the specific project | |
"Tenements" | mining/exploration tenements with numbers M47/1414 (which is held by |
Brockman Iron) and E47/3170 (which is held by Brockman Exploration Pty Ltd, | |
a wholly owned subsidiary of the Company) and any additional tenements | |
applied for or acquired by the Joint Venturers in connection with the | |
Marillana Project including L45/238 and E47/3532 being applied for by | |
Brockman Iron |
8
Appendix 5B Mining exploration entity and oil and gas exploration entity quarterly report
Appendix 5B
Mining exploration entity and oil and gas exploration entity quarterly
report
Introduced 01/07/96 Origin Appendix 8 Amended 01/07/97, 01/07/98, 30/09/01, 01/06/10, 17/12/10, 01/05/13, 01/09/16
Name of entity | |
BROCKMAN MINING LIMITED | |
ABN | Quarter ended ("current quarter") |
ARBN 143 211 867 | 30 SEPTEMBER 2019 |
Consolidated statement of cash flows
Current quarter | Year to date |
HK$'000 | (3 months) |
HK$'000 |
1. Cash flows from operating activities
1.1 | Receipts from customers | - | - |
1.2 Payments for
(a) | exploration & evaluation | (1,485) | (1,485) | |
(b) | development | - | - | |
(c) | production | - | - | |
(d) | staff costs | (2,756) | (2,756) | |
(e) | administration and corporate costs | (2,025) | (2,025) | |
1.3 | Dividends received (see note 3) | - | - | |
1.4 | Interest received | 56 | 56 | |
1.5 | Interest and other costs of finance paid | - | - | |
1.6 | Income taxes paid | - | - | |
1.7 | Research and development refunds | - | - |
1.8 Other (provide details if material)
(a) Advanced from related party | - | - | |
1.9 | Net cash from / (used in) operating | (6,210) | (6,210) |
activities | |||
+ See chapter 19 for defined terms. | 9 |
1 September 2016 |
Appendix 5B Mining exploration entity and oil and gas exploration entity quarterly report
Consolidated statement of cash flows
Current quarter | Year to date |
HK$'000 | (3 months) |
HK$'000 |
2. Cash flows from investing activities
2.1 Payments to acquire:
(a) | property, plant and equipment | - | - |
(b) | tenements (see item 10) | - | - |
(c) | investments | - | - |
(d) | other non-current assets | - | - |
2.2 Proceeds from the disposal of:
(a) | property, plant and equipment | - | - | |
(b) | tenements (see item 10) | - | - | |
(c) | investments | - | - | |
(d) | other non-current assets | - | - | |
2.3 | Cash flows from loans to other entities | - | - | |
2.4 | Dividends received (see note 3) | - | - | |
2.5 | Other (provide details if material) | - | - | |
2.6 | Net cash from / (used in) investing | - | - | |
activities | ||||
3. Cash flows from financing activities
3.1 | Proceeds from issues of shares | - | - |
3.2 | Proceeds from issue of convertible notes | - | - |
3.3 | Proceeds from exercise of share options | - | - |
3.4 | Transaction costs related to issues of | - | - |
shares, convertible notes or options | |||
3.5 | Proceeds from borrowings | - | - |
3.6 | Repayment of borrowings | - | - |
3.7 | Transaction costs related to loans and | - | - |
borrowings | |||
3.8 | Dividends paid | - | - |
3.9 | Other (provide details if material) | ||
- Performance bond cash backing | - | - | |
3.10 | Net cash from / (used in) financing | - | - |
activities | |||
+ See chapter 19 for defined terms. | 10 |
1 September 2016 |
Appendix 5B Mining exploration entity and oil and gas exploration entity quarterly report
Consolidated statement of cash flows
Current quarter | Year to date |
HK$'000 | (3 months) |
HK$'000 |
4. Net increase / (decrease) in cash and cash equivalents for the period
4.1 | Cash and cash equivalents at beginning of | 20,906 | 20,906 |
period | |||
4.2 | Net cash from / (used in) operating | (6,210) | (6,210) |
activities (item 1.9 above) | |||
4.3 | Net cash from / (used in) investing | - | - |
activities (item 2.6 above) | |||
4.4 | Net cash from / (used in) financing | - | - |
activities (item 3.10 above) | |||
4.5 | Effect of movement in exchange rates on | (34) | (34) |
cash held | |||
4.6 | Cash and cash equivalents at end of | 14,662 | 14,662 |
period | |||
5. Reconciliation of cash and cash equivalents
at the end of the quarter (as shown in the consolidated statement of cash flows) to the related items in the accounts
Current quarter | Previous quarter |
HK$'000 | HK$'000 |
5.1 | Bank balances | 14,662 | 20,906 |
5.2 | Call deposits | - | - |
5.3 | Bank overdrafts | - | - |
5.4 | Other (provide details) | - | - |
5.5 | Cash and cash equivalents at end of | 14,662 | 20,906 |
quarter (should equal item 4.6 above) | |||
6. | Payments to directors of the entity and their associates | Current quarter |
HK$'000 | ||
6.1 | Aggregate amount of payments to these parties included in | 1,232 |
item 1.2 | ||
6.2 | Aggregate amount of cash flow from loans to these parties | - |
included in item 2.3 |
6.3 Include below any explanation necessary to understand the transactions included in items 6.1 and 6.2
6.1 Being payment of executive directors' salary and non-executive directors' fees.
+ See chapter 19 for defined terms. | 11 |
1 September 2016 |
Appendix 5B Mining exploration entity and oil and gas exploration entity quarterly report
7. | Payments to related entities of the entity and their associates | Current quarter |
HK$'000 | ||
7.1 | Aggregate amount of payments to these parties included in item 1.2 | - |
7.2 | Aggregate amount of cash flow from loans to these parties included in | - |
item 2.3 |
7.3 Include below any explanation necessary to understand the transactions included in items 7.1 and 7.2
8. | Financing facilities available | Total facility amount | Amount drawn at |
Add notes as necessary for an understanding of the | at quarter end | quarter end | |
position | HK$'000 | HK$'000 | |
8.1 | Loan facilities | (A) 5,000 | (A) 5,000 |
(B) 6,000 | (B) 6,000 | ||
8.2 | Credit standby arrangements | 10,000 | - |
8.3 | Other (please specify) | - | - |
8.4 Include below a description of each facility above, including the lender, interest rate and whether it is secured or unsecured. If any additional facilities have been entered into or are proposed to be entered into after quarter end, include details of those facilities as well.
8.1 (A) The loan granted by a substantial shareholder (Ocean Line Holdings Ltd) and is unsecured, bears interest of 12% per annum and is repayable on 31 Oct 2020.
- Such loan is also granted by a substantial shareholder (Ocean Line Holdings Ltd). The loan is unsecured, bears interest of 12% per annum and is repayable on 31 Oct 2020.
8.2 On 18 September 2018, a substantial shareholder has undertaken to grant a loan facility of up to HK$10,000,000 to the Company to satisfy its future working capital requirements. The loan is available for draw down from 18 September 2018. Such loan is unsecured, bears interest at 12% per annum and once drawn down, is repayable on 31 October 2020. As at the date hereof, such loan facility has not been drawn down.
9. | Estimated cash outflows for next quarter | HK$'000 |
9.1 | Exploration and evaluation | (1,000) |
9.2 | Development | |
- | ||
9.3 | Production | - |
9.4 | Staff costs | (2,600) |
9.5 | Administration and corporate costs | (1,600) |
9.6 | Other (provide details if material) | - |
9.7 | Total estimated cash outflows | (5,200) |
+ See chapter 19 for defined terms. | 12 |
1 September 2016 |
Appendix 5B Mining exploration entity and oil and gas exploration entity quarterly report
10. | Changes in | Tenement | Nature of interest | Interest at | Interest at |
tenements | reference and | beginning | end of | ||
(items 2.1(b) and | location | of quarter | quarter | ||
2.2(b) above) | |||||
10.1 | Interests in mining | E47/2215 | Surrendered | 100% | 0% |
tenements and | Duck Creek East | ||||
petroleum tenements | |||||
lapsed, relinquished | E47/2905 | Surrendered | 100% | 0% | |
or reduced | |||||
Phils Bore | |||||
10.2 | Interests in mining | E47/4240 | Application | 0% | 100% |
tenements and | Ophthalmia | ||||
petroleum tenements | |||||
acquired or increased | |||||
Compliance statement
- This statement has been prepared in accordance with accounting standards and policies which comply with Listing Rule 19.11A.
- This statement gives a true and fair view of the matters disclosed.
Sign here: | Date: 30 October 2019 |
(Company secretary) | |
Print name: | Chan Kam Kwan, Jason |
Notes
- The quarterly report provides a basis for informing the market how the entity's activities have been financed for the past quarter and the effect on its cash position. An entity that wishes to disclose additional information is encouraged to do so, in a note or notes included in or attached to this report.
- If this quarterly report has been prepared in accordance with Australian Accounting Standards, the definitions in, and provisions of, AASB 6: Exploration for and Evaluation of Mineral Resources and AASB 107: Statement of Cash Flows apply to this report. If this quarterly report has been prepared in accordance with other accounting standards agreed by ASX pursuant to Listing Rule 19.11A, the corresponding equivalent standards apply to this report.
- Dividends received may be classified either as cash flows from operating activities or cash flows from investing activities, depending on the accounting policy of the entity.
+ See chapter 19 for defined terms. | 13 |
1 September 2016 |
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Brockman Mining Limited published this content on 30 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 October 2019 10:21:07 UTC