Heron’s Gold-Nickel Spin-out
Unlocking the Value of Heron’s Assets outside of Woodlawn
Ardea Resources Limited was admitted to the ASX 7 Feb 2017, and commenced trading 9 Feb 2017 after the Spin-off conditions were met, and after raising $5.2M under it IPO. Eligible Heron Shareholders received an inspecie distribution of shares. Visit www.ardearesources.com.au for more information.
- TSX: Heron Announces Further Update on Spin-Off of Ardea Resources Limited (17 November 2016)
- TSX: Heron Announces Update on Spin-Off of Ardea Resources Limited (11 November 2016)
- ASX: Heron spin-off Ardea Resources Limited lodges Prospectus with ASIC (11 November 2016)
- ASX: Heron's Spin-off Ardea Resources Appoints Board of Directors (7 November 2016)
- ASX: Heron Update on Spin-Off of Ardea Record Date (30 September 2016)
- ASX: Results of Voting - 2016 Extraordinary General Meeting (29 September 2016)
- ASX: Presentation for EGM - Ardea Resources Limited Spin Off (29 September 2016)
- ASX: Chairman's Address-Extraordinary General Meeting-Ardea Spin Off (29 September 2016)
- ASX: Heron Update on Spin-Off of Ardea Resources Limited (29 September 2016)
- ASX: Heron’s Gold-Nickel Spin-out Unlocking the Value of Heron’s Assets outside of Woodlawn (10 August 2016)
- ASX: Notice of Extraordinary General Meeting (29 August 2016)
Heron Resources Limited (Heron) is pleased to advise that its Board has committed to restructuring its non-Woodlawn asset portfolio in New South Wales (NSW) and Western Australia (WA), with a focus on gold and nickel, through the proposed listing of its wholly owned subsidiary, Ardea Resources Limited (Ardea) (the Proposed Transaction).
Ardea’s development focus will be the Lewis Ponds Gold-Zinc project in central NSW, and its exploration focus will be the Mt Zephyr and the Bardoc Tectonic Zone gold projects in the Eastern Goldfields of WA. The Proposed Transaction is subject to various conditions, including approval by Heron’s shareholders (which was granted on 29 September 2016).
Following the positive Woodlawn Project Feasibility Study released on 29 June 2016, Heron’s primary focus is to bring Woodlawn to development. Accordingly, in this corporate environment, the Board considers that the value of the non-Woodlawn assets is not properly reflected within Heron, and are unlikely to attract the focus and budgets which they warrant and require for advancement.
The Board is cognisant of the need to unlock the significant value in these non-Woodlawn assets, and believes that this can be best achieved through the ASX listing of a focused, standalone gold and nickel exploration and development company, with a dedicated board and management team.
The Proposed Transaction would allow for the creation of two distinct companies:
- Heron, with its existing Board and senior executive team, as a project developer solely focused on fast tracking the Woodlawn Zinc-Copper Project towards production; and
- Ardea as a gold and nickel exploration/development company with a 100% interest in the Lewis Ponds Gold-Zinc Project (JORC 2004 Indicated Mineral Resource), several high quality gold exploration plays with advanced drill targets and, importantly, ownership of the substantial Kalgoorlie Nickel Project.
Heron will be issued new fully paid ordinary shares in Ardea for the non-Woodlawn assets and, subject to jurisdictional compliance, these Ardea shares will then be distributed at nil cost to Heron shareholders on an entitlements basis at a record date to be determined. Ardea will simultaneously undertake a public offer concurrent with ASX listing.
This model is similar to past corporate initiatives undertaken by Heron, notably the successful Avoca Resources Limited “spin-out” in 2002. Further details of the Proposed Transaction will be set out in a notice of meeting and accompanying prospectus which will be sent to Heron shareholders in due course.
Euroz Securities Limited and Azure Capital Limited have been mandated to manage the listing of Ardea as lead manager and corporate adviser, respectively. Independent experts have been appointed, documentation preparation commenced, and a search underway to appoint a suitably qualified board and managing director for Ardea.
Process and Timetable
The broad process for effecting the “spin-out” is:
- Heron shareholders vote on approving the Proposed Transaction at an EGM, at which time the record date for eligibility for Ardea in-specie shares is set.
- Ardea will undertake a public offer, with Heron shareholders having a priority entitlement.
- Upon satisfying the conditions of admission to the ASX, the in-specie distribution will become effective and Heron shareholders and those subscribing for shares under public offer being able to trade their Ardea shares on ASX.
- Foreign shareholders unable to participate in the in-specie distribution will have their in-specie shares sold and the net proceeds paid to them.
Persons wishing to acquire Ardea shares will receive a prospectus, and complete the application form that will accompany the prospectus to subscribe for shares under Ardea’s public offer.
The target date for the EGM is October 2016 with the Proposed Transaction completing in Q4 2016. Further updates will be provided as appropriate.
Heron Managing Director Mr Wayne Taylor noted; “We understand that different investors in Heron have preferences for different asset exposure and with the Ardea “spin-out”, we can clearly separate the Woodlawn production opportunity from the gold and nickel exploration assets while seeking to drive superior value for shareholders in both entities. The commissioning of Woodlawn is best expedited with the non-Woodlawn assets in a separate vehicle which will allow them to be valued and advanced through a more focused market offering”.
The total value of the Proposed Transaction and the size and terms of the concurrent financing are under review and will be announced as soon as these matters are determined.
Ardea Key Projects
Lachlan Fold Belt, New South Wales
Lewis Ponds is located 15km east of Orange in central NSW in a region of excellent mining infrastructure (Cadia, Northparkes). The Regis Resources McPhillamy’s gold project is located some 20km south along strike from the southern tenement boundary, with the hosting-structure and soil gold anomalism trending into the Ardea tenure (Figure 1).
Lewis Ponds has a drilled Mineral Resource of 6.62Mt at 1.5g/t Au, 69g/t Ag, 2.4% Zn, 0.2% Cu, 1.4% Pb (compliant with JORC 2004 Code, mainly in Indicated category) . Ardea has an aggressive drilling and metallurgical program planned.
Mt Zephyr, Eastern Goldfields of Western Australia
The Mt Zephyr prospects are located 60km NNE of Leonora in WA. The tenure covers the north western strike extension of the Dacian Mt Morgans tenure in association with the Celia Lineament. Gold camps are located from 30km SE and are mainly hosted by granitoid (Jupiter, Granny Smith) and BIF (Mt Morgans, Lancefield).
Mt Zephyr has major historic underground gold workings associated with the northern strike extension of the Dacian Mt Morgans Banded Iron Formation. Limited drilling in the 1980s by Nord Resources was restricted to the BIF lodes, with assaying stopping in ore grade:
- MZP4 33-34m 1m at 2.45g/t Au BIF at a porphyry contact
Significantly, RAB drilling regional soil gold anomalies at the Mt Zephyr Gale prospect in the 1990s by Aurora Gold intersected 0.5 to 3.12g/t Au which were considered sub-economic at prevailing low gold prices (Gale has comparable grades to material now included in the Dacian Jupiter resource model).
Historic Gale prospect RAB drill intercepts in granite include:
- MZR4 0-18m 18m at 0.51g/t Au weathered sericite altered granitoid
- MZR19 0-18m 18m at 0.48g/t Au weathered sericite altered granitoid
- MZR49 0-6m 6m at 1.26g/t Au weathered sericite altered granitoid
Limited RC drill follow up by Newcrest Mining in 2008 in returned consistent 0.1-0.7g/t Au assays in granitoid. There has been no further testing of granitoid gold targets since 2008.
This level of surface gold anomalism in shallow drilling, combined with the demonstrated syenite intrusive association at Mt Zephyr North, confirms a high priority “Jupiter-style” exploration target. In particular, the “donut”-shaped magnetic low anomaly between Paul’s Find and Mt Zephyr North is a high priority drill target (refer Figure 3, 4). No significant previous exploration is apparent on the “donut” magnetic target.
Bardoc Tectonic Zone, Eastern Goldfields of Western Australia
The Bardoc Tectonic Zone (BTZ) Big Four to Ghost Rocks prospects are located from Bardoc 60km N of Kalgoorlie to Ghost Rocks 150km N of Kalgoorlie in the Eastern Goldfields of WA. The project straddles the Kalgoorlie to Menzies Highway and is based upon the Kalgoorlie Nickel Project (KNP) with JORC 2012 resource 785Mt at 0.7% Ni and 0.05% Co (Figure 2).
The tenure covers the Walter Williams Formation komatiite (host of the KNP nickel laterite) at its eastern contact with the Siberia Formation basalt. This contact has exceptional gold endowment, with the main gold mining centres from south to north including Paddington, Broad Arrow, Bardoc, Big Four/Aphrodites, Goongarrie and Lady Shenton/Menzies. Heron acquired its KNP nickel laterite tenure within the BTZ tenements in1997, from which time gold exploration effectively ceased (resulting in a large strategic parcel of ground which simply has never been subject to the modern gold exploration “boom” which has discovered so many mines on the BTZ since the 2000s).
Big Four-Goongarrie is a line of sporadic historic gold shafts occurring over a 5km strike. Heron did very limited drilling at Big Four in 2012, with drill hole BFRC028 intersecting 6m at 8.6g/t Au from 125m within a north plunging shoot in porphyry intruding ultramafic (BFRC0028 was the deepest lode hole of the program, 140m deep).
For further information
For further information, including relevant disclaimers, please read the announcement dated 10 August 2016.