Shares in West Perth-based Bass Metals have jumped as high as 40 per cent today after it reached agreement to buy the Hellyer processing plant from Intec for $4 million.
Shares in West Perth-based Bass Metals have jumped as high as 40 per cent today after it reached agreement to buy the Hellyer processing plant from Intec for $4 million.
Bass will acquire the 1.5 million tonne per annum plant which was placed on care and maintenance a few months ago by Intec due to falling commodity prices.
The WA company will also acquire all associated supporting infrastructure, the remaining Hellyer tailings resource and the Hellyer mining lease.
Bass said the plant will process ore from its Hellyer and Fossey base metals deposits, located within one kilometre of the plant, and will also process ore from its Que River mine.
Under the deal, Bass will pay a $500,000 deposit and make a cash payment of $3.51 million, payable on settlement.
Bass will also pay Intec a royalty of $2.50 per tonne processed at the plant, capped at $5 million. Bass will also replace Intec's $990,000 environmental security deposit.
"The Company has the cash reserves to meet this acquisition and is comfortable that on present performance indicators Que River will continue to perform strongly and generate cash well into 2009, subject to no significant adverse external factors," managing director Mike Rosenstreich.
"Whilst Bass Metals is not reliant on raising any additional funds it may choose to accept one of several offers for third party financing to supplement its working capital position... but this has not been decided nor finalised."
Shares in Bass jumped to a high of 14c in early trade today before cooling to settle at 13c at 12:29 AEDT.
The transaction is subject to due diligence.
The announcement is pasted below:
Bass Metals Ltd (ASX:BSM) is pleased to announce that it has signed a binding agreement to purchase from Intec Ltd (ASX:INL) the Hellyer processing plant, associated infrastructure and the Hellyer Mining lease for $4.0 million to be paid on settlement. Bass Metals will also pay Intec a Processing Royalty of $2.50/tonne processed, capped at $5.0 million.
Settlement is conditional on a number of factors, including; consent from Intec's secured creditor, Macquarie Bank Limited and the Tasmanian Minister of Mines, possibly respective shareholder approvals as well as completion of formal documentation.
The Hellyer Assets
The assets to be acquired include:
- The 1.5mtpa crushing, grinding, flotation concentrator plant currently on care and maintenance, including a 2MW SAG and Ball milling circuit and a sizable spares inventory. The Hellyer plant was last operational from November 2006 to September 2008 re-treating Hellyer tailings to produce a low grade bulk zinc-lead concentrate and hence is in overall good operational condition.
- All associated supporting infrastructure including grid power, storage sheds, spares inventory, warehouses, water treatment facilities and railway line access.
- A 300kW, electric cutter suction dredge and spares recently utilised to reclaim tailings for the retreatment project.
- The remaining Hellyer tailings resource. In April 2008 Intec reported a "pre-mining" resource comprising Hellyer tailings of 11 million tonnes at 2.8% zinc, 3.0 % lead, 88 g/t silver and 2.6 g/t gold. Intec's Hellyer zinc concentrate project processed approximately 2 million tonnes of this material through the Hellyer Mill, and Bass Metals will acquire the residual tailings.
- The Hellyer Mine Lease (CML103/1987), which Bass Metals already holds a sublease over giving it the mineral rights. Purchase of the Mining Lease transfers the environmental management responsibility to Bass Metals and it will be required to post a $0.99 million security deposit with Mineral Resources Tasmania.
Rationale for the acquisition
Bass Metals' 100% owned Hellyer Mine Project (HMP) comprises 2 distinct resources; Hellyer and Fossey which total 1.6 million tonnes of moderate to high grade massive sulphide base metal resources, located within 1 km of the Hellyer processing plant as illustrated in Figure 2 (refer ASX Report 30 September 2008). The mine development concept for the HMP is to mine a "base load" ore for processing at the Hellyer Mill at approximately 200 ktpa from Fossey and supplement it with another 50 to 100ktpa of ore from other sources such as the Hellyer or Que River Mineral Resources to the extent that grade and metallurgical characteristics allow.
The Hellyer Mill is especially suited to treat the very fine grained Hellyer style ore, and therefore can treat most other "simpler" polymetallic ore types such as occur at Fossey or Que River. The Hellyer Mill has always been an important aspect of Bass Metal's development strategy. The value in the assets being acquired comprises the plant and "hard machinery" as well as the "operational footprint" which includes a permitted tails dam and supply corridors for power, water and vehicles. The prime motivating factors for this transaction are:
1. High Replacement Cost
The replacement cost of the Hellyer plant is estimated by Bass Metals and its technical experts to be well in excess of $100 million. Whilst currently the HMP may not need such a large facility, the replacement cost of a processing plant sized to the current conceptual rate of 200 to 300ktpa is approximately $40 to $50 million based on recently completed comparable projects.
2. Unique Flexibility
Mining and treatment of the Fossey mineralisation is the current base case scenario which could increase to include; high grade Hellyer and Que River ore, low grade material from both Hellyer and Que River, copper rich Que River ore and perhaps even the gold-silver-barite material. The Hellyer Mill is purpose built for the Hellyer-Que ore types and gives Bass Metals flexibility to maximise the exploitation of its resources, which a smaller plant or an extension of existing ore sales arrangements would not allow.
3. Higher Payability
Preliminary metallurgical results from 14 Fossey Zone drill samples indicates that by utilising the Hellyer Mill it should be possible to produce separate zinc, lead and copper-silver-gold concentrates. Sales of metal concentrates will generate higher returns and margins than the sale of whole ore.
Summary Terms & Conditions
BSM, through its wholly owned subsidiary Que Metals Pty Ltd, has entered into a binding agreement to acquire the Hellyer assets from Intec Hellyer Metals Pty Ltd, a 100% subsidiary of Intec Ltd, on the following terms and conditions:
Assets:
Consolidated Mining Lease 103M/1987, the complete Hellyer plant including all associated infrastructure and spares, the tails dam resource and reclamation equipment including the electric dredge.
Consideration:
- Refundable Deposit: $500,000, payable on signing binding agreement.
- Cash Payment: $3,510,000, payable on settlement.
- Processing Royalty: BSM will pay Intec a royalty of $2.50/tonne processed through the plant, up to a total payment of $5.0 million.
- Security Deposit: BSM has undertaken to replace Intec's environmental security deposit held by Mineral Resources Tasmania comprising $990,000.
Conditions & Obligations:
Settlement of the acquisition is conditional on the following occurring or being completed to Bass Metal's satisfaction:
1. completion by Bass Metals of legal due diligence;
2. no material adverse effects arising prior to settlement which a have potential detrimental effect of greater than $0.25 million;
3. consent for the transfer of the Mining Lease by the Minister of Mines;
4. completion of formal documentation, that is a Sale and Purchase Agreement and A Processing RoyaltyAgreements; and,
5. to the extent required, approval from ASX and respective shareholders.
Intec and Bass Metals have agreed a non-compete provision during this time to facilitate completion of this agreement.
Bass Metals has agreed to take over responsibility for the care and maintenance activities on site, until settlement is complete. Intec retain ownership and full environmental responsibility for a stockpile of electric arc furnace dust and the associated storage facilities.
Commentary
This is the most significant transaction undertaken by Bass Metals since listing in October 2005. It will provide a major boost in transforming the company from a small scale (and profitable) mining and exploration company, but reliant on third parties to treat or buy ore, into an independent, emerging mining company producing and marketing metals concentrates in accordance with its own development objectives, priorities and timetable.
This acquisition enables the Company to review all of its resources and prospects against the backdrop of owning a sophisticated, large scale mineral processing facility which can be adapted to a variety of ore types and processing rates - located within close proximity to its own resources at Hellyer, Que River and Mt Charter.
The cash outlay of $4.0 million to Intec and $0.99 million for the environmental bond is regarded as excellent value given the scale and quality of the assets being acquired and their potential utilisation by Bass Metals. The Company has the cash reserves to meet this acquisition and is comfortable that on present performance indicators Que River will continue to perform strongly and generate cash well into 2009, subject to no significant adverse external factors. Whilst Bass Metals is not reliant on raising any additional funds it may choose to accept one of several offers for third party financing to supplement its working capital position, particularly in the wake of this transaction and in anticipation of fast tracking the HMP developments, but this has not been decided nor finalised.
The Board and management of Bass Metals are excited by the opportunities this acquisition will generate for its business in Northwest Tasmania and the eventual flow-on expected for shareholders. I look forward to reporting further on the Company's progress and outcomes in pursuit of its growth objectives in the near term.
