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Quarterly activities and cashflow report (amended)
FERRUM CRESCENT LIMITED
(Previously Washington Resources Limited)
(Incorporated and registered in Australia and registered as
an external company in the Republic of South Africa)
(Registration number A.C.N. 097 532 137)
(External company registration number 2011/116305/10)
Share code on the ASX: FCR
Share code on AIM: FCR
Share code on the JSE: FCR ISIN: AU000000WRL8
("Ferrum Crescent" or "the company" or "the group")
QUARTERLY ACTIVITIES AND CASHFLOW REPORT (AMENDED)
FOR THE PERIOD ENDED 31 DECEMBER 2013
Further to the announcement on 31 January 2014 in respect
of the Company’s Quarterly Activities and Cashflow Report,
the Company wishes to advise that it did not previously
disclose its exploration tenement interests under Listing
Rule 5.3.3. An amended Quarterly Activities and Cashflow
Report may be found below that reflects the Company’s
position as at 31 December 2013.
Ferrum Crescent Limited, the ASX, AIM and JSE quoted iron
ore developer in northern South Africa, today announces its
quarterly results for the three month period ending 31
December 2013.
HIGHLIGHTS:
Moonlight Iron Ore Project:
- Ferrum Crescent signs conditional, legally binding letter
of intent with Anvwar Asian Investment (“AAI”) to progress
the bankable feasibility study (“BFS”) on the development
of the Moonlight Iron Ore Project
- US$10m to acquire 35% shareholding in Ferrum Iron Ore
(Pty) Ltd, which holds the mining right over the three
farms that contain the Moonlight Deposit
- US$3.5m additional funds to contribute to BFS costs
- Initial payment of US$10m expected 28 February 2014
- AAI internal due diligence process complete and the
Company has been informed all key conditions have been met
or waived
- Structuring and shareholders’ agreements now underway
between Company and AAI
- AAI representative Anvwar Al Balushi will be invited to
join the Ferrum Iron Ore Board and Moonlight Iron Ore
Project steering committee
Corporate:
- Ferrum Crescent successfully raises GBP 873,600 (AU$1.5m)
before costs
- 48 million shares (3,386,844 of which were subject to
shareholder approval) issued at GBP 0.0182 (AU$0.0315) per
share (“Placement Shares”)
- Proceeds to be used by the Company to fund corporate
activities and to carry out the BFS and mining right
activities pending the AAI investment
- Funds from the private placement received in two
tranches, with the second tranche representing
subscriptions by two directors of the Company which
required shareholder approval
- Cash as at 31 December 2013 was approximately AU$1.35m
Commenting today Ed Nealon, Chairman, said: "The last
quarter of 2013 saw Ferrum Crescent sign the AAI agreement
to allow for completion of the Bankable Feasibility Study
at the Moonlight Iron Ore Project. The BFS is investigating
the feasibility of developing an open pit mine and related
processing facilities to produce 6Mtpa of high grade (DRI
and BF) iron ore pellets mainly for the export market from
the magnetite ore at the Moonlight Deposit. AAI represents
a strategic partner with the depth to support the creation
of a new high-grade iron ore production hub, located near
existing infrastructure.”
For more information, please isit www.ferrumcrescent.com or
contact:
Australia and Company enquiries:
Ferrum Crescent Limited
Ed Nealon T: +61 8 9380 9653
Executive Chairman
Bob Hair T: +61 414 926 302
Managing Director
UK enquiries:
Ocean Equities Limited (Broker)
Guy Wilkes T: +44 (0) 20 7786 4370
RFC Ambrian Limited (Nominated Adviser)
Sarah Wharry/Stuart Laing
T: +44 (0) 20 3440 6800
Ferrum Crescent Limited
Laurence Read (UK representative)
T: +44 7557672432
South Africa enquiries:
Sasfin Capital
Leonard Eiser T: +27 11 809 7500
During the September 2013 quarter, Ferrum Crescent, the
ASX, AIM and JSE quoted iron ore developer, announced it
had signed a legally binding letter of intent (“Agreement”)
with Anvwar Asian Investment (“AAI”) to facilitate the
completion of the Company’s bankable feasibility study
(“BFS”) at the Moonlight Iron Ore Project in northern South
Africa. Under the Agreement, AAI will pay US$10m to Ferrum
Crescent in return for a 35% shareholding in Ferrum Iron
Ore Pty Ltd., which holds the mining right over the three
farms that contain the Moonlight Deposit. AAI will also
contribute US$3.5m to the on-going costs of the BFS.
The Ferrum Crescent interest in the Moonlight Iron Ore
Project is held through the Group’s direct and indirect
shareholding in Ferrum Iron Ore (formerly named Turquoise
Moon Trading), the shares of which are currently held as to
74% by Ferrum South Africa (Pty) Ltd (formerly named
Nelesco) and as to 26% by Mkhombi Investments (Pty) Ltd.
Subject to the conditions precedent and following the
investment, the shares of Ferrum Iron Ore will be held 39%
by Ferrum South Africa (Pty) Ltd, 26% by Mkhombi
Investments (Pty) Ltd and 35% by AAI.
On 29 November 2013, the Company announced that the
confirmation due diligence undertaken by AAI had concluded
and both parties were working towards finalising the
structure of the transaction and conclude the relevant
shareholders’ agreement. The parties are obliged to carry
out certain administrative procedures with the Reserve Bank
of South Africa, with regard to the issue of shares by a
South African company to a non-resident, in order to
finalise the structure and in so doing, the Company and AAI
agreed to extend the completion of the transaction to 28
February 2014.
AAI is an Oman based investment company chaired by Mr
Anvwar Al Balushi, who will be invited to join the Ferrum
Iron Ore board and Moonlight Project steering committee
upon completion of the Agreement. The Moonlight Project
provides AAI with potential exposure to an iron ore project
capable of producing high-grade pellet product, located
within 200km of established rail hubs. Ferrum Crescent has
already undertaken extensive metallurgical test work as
part of the Moonlight BFS and earlier this year appointed
DANIELI C. Officine MeccanicheS. p.A. (“Danieli”), a global
leader in engineering services and equipment supply, as the
process engineer for the BFS.
Corporate
During the quarter, the Company announced that it had
received applications to subscribe for 48 million fully
paid ordinary shares to raise up to GBP 873,600. The
placement shares rank equally with existing fully paid
ordinary shares from allotment.
The placement was conducted in two tranches. The first
tranche comprised 44,613,156 shares to raise approximately
GBP 811,959. The second tranche, comprising 3,386,844
shares to raise approximately GBP 61,641, was subject to
shareholder approval at the Company’s Annual General
Meeting of shareholders, as these subscribers were Mr Ed
Nealon (as to 2,906,075 shares) and Mr Robert Hair (as to
480,769 shares) who are Directors and hence related parties
under the provisions of the Corporations Act 2001.
The first tranche of the Placement Shares were admitted to
trading on the Australian Securities Exchange Limited, the
AIM market of the London Stock Exchange and on the JSE
Limited on 8 October 2013 and the second tranche were
admitted on 19 December 2013 following shareholder approval
at the Company’s Annual General Meeting of shareholders.
Funds received under the share placements will be used as
working capital, including for the funding of corporate
costs and for feasibility and mining right activities.
Receipt of the proceeds of the issue means that the Company
remains fully funded, pending completion of the agreement
with Anvwar Asian Investment, to facilitate completion of
the Company’s BFS for the Moonlight Iron Ore Project.
Following the placement, the number of ordinary shares on
issue is 376,201,385 shares.
It should be noted that various board members and members
of staff elected in the September quarter to reduce or
cancel their remuneration packages whilst the Company
secured funding for the Moonlight BFS. Administration
costs during the December quarter were higher than normal
as some expenses previously incurred by board members and
staff were reimbursed and staff received previously accrued
remuneration.
Exploration Interests
As at 31 December 2013, the Company held an interest in the
following mining tenements:
Project Location Tenement Tenement Holder Percentage
Number Status Interest
Moonlight Limpopo 30/5/1/2/2 Mining Right Ferrum Iron 81.4%
Province, /201 MR Granted Ore (Pty)
South Ltd,
Africa previously
Turquoise
Moon Trading
157 (Pty)
Ltd
Moonlight Limpopo 30/5/1/2/2 Prospecting Ferrum Iron 81.4%
Province, /201 MR Application Ore (Pty)
South Ltd,
Africa previously
Turquoise
Moon Trading
157 (Pty)
Ltd
No licences were acquired or disposed of during the
quarter.
APPENDIX 5B
MINING 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
Name of entity
Ferrum Crescent Limited
ABN Quarter ended (“current
quarter”)
58 097 532 137 31 December 2013
Consolidated statement of cash flows
Current quarter Year to date
Cash flows related to operating (6 months)
activities $A’000 $A’000
1.1 Receipts from product sales and
related debtors
1.2 Payments for (a) (87) (266)
exploration & evaluation
(b) development
(c) production (463) (578)
(d) administration
1.3 Dividends received
1.4 Interest and other items of a
similar nature received 3 12
1.5 Interest and other costs of
finance paid
1.6 R&D recoupment tax - 125
1.7 Other – net income on restricted
cash investments 7 (30)
Net Operating Cash Flows (540) (737)
Cash flows related to investing
activities
1.8 Payment for purchases of:
(a) prospects
(b) equity
investments
(c) other fixed
assets
1.9 Proceeds from sale of:
(a) prospects
(b) equity
investments
(c) other fixed
assets
1.10 Loans to other entities (41) (41)
1.11 Loans repaid by other entities
1.12 Other (restricted cash (147) 177
investments)
Net investing cash flows (188) 136
1.13 Total operating and investing
cash flows (carried forward) (728) (601)
1.13 Total operating and investing
cash flows (brought forward) (728) (601)
Cash flows related to financing
activities
1.14 Proceeds from issues of shares, 1,420 1,420
options, etc.
1.15 Proceeds from sale of forfeited
shares
1.16 Proceeds from borrowings
1.17 Repayment of borrowings
1.18 Dividends paid
1.19.1 Other 29 29
1.19.2 Other – share issue costs (95) (110)
1,354 1,339
Net financing cash flows
Net increase (decrease) in cash 626 738
held
1.20 Cash at beginning of 639 548
quarter/year to date
1.21 Exchange rate adjustments to 88 67
item 1.20
1,353 1,353
1.22 Cash at end of quarter
Payments to directors of the entity and associates of the directors
Payments to related entities of the entity and associates of the
related entities
Current quarter
$A'000
1.23 Aggregate amount of payments to the parties 104
included in item 1.2
1.24 Aggregate amount of loans to the parties 41
included in item 1.10
1.25 Explanation necessary for an understanding of the transactions
Non-cash financing and investing activities
2.1 Details of financing and investing transactions which have had a
material effect on consolidated assets and liabilities but did not
involve cash flows
2.2 Details of outlays made by other entities to establish or increase
their share in projects in which the reporting entity has an
interest
Financing facilities available
Add notes as necessary for an understanding of the position.
Amount available Amount used
$A’000 $A’000
3.1 Loan facilities
3.2 Credit standby arrangements
Estimated cash outflows for next quarter
$A’000
4.1 Exploration and evaluation 200
4.2 Development
4.3 Production
4.4 Administration 200
Total 400
Reconciliation of cash
Reconciliation of cash at the end of Current quarter Previous quarter
the quarter (as shown in the $A’000 $A’000
consolidated statement of cash flows)
to the related items in the accounts
is as follows.
5.1 Cash on hand and at bank 1,353 639
5.2 Deposits at call
5.3 Bank overdraft
5.4 Other (provide details)
1,353 639
Total: cash at end of quarter
(item 1.22)
Changes in interests in mining tenements
Tenement Nature of interest Interes Interes
reference and (note (2)) t at t at
location beginni end of
ng of quarter
quarter
6.1 Interests in N/A
mining
tenements and
petroleum
tenements
relinquished,
reduced or
lapsed
6.2 Interests in N/A
mining
tenements and
petroleum
tenements
acquired or
increased
Issued and quoted securities at end of current quarter
Description includes rate of interest and any redemption or conversion
rights together with prices and dates.
Total number Number Issue price Amount paid up
quoted per security per security
(see note 3) (see note 3)
(cents) (cents)
7.1 Preference
+securities
(description)
7.2 Changes during
quarter
(a) Increases
through issues
(b) Decreases
through returns
of capital,
buy-backs,
redemptions
7.3 +Ordinary 380,602,777 374,007,777 Various Fully Paid
securities
7.4 Changes during
quarter
(a) Increases 44,613,156 44,613,156 $0.0315 Fully Paid
through issues 1,267,065 1,267,065 $0.01693 Fully Paid
3,134,327 3,134,327 $0.01755 Fully Paid
3,386,844 3,386,844 $0.0315 Fully paid
(b) Decreases
through returns
of capital,
buy-backs
7.5 +Convertible
debt securities
(description)
7.6 Changes during
quarter
(a) Increases
through issues
(b) Decreases
through
securities
matured,
converted
7.7 Options Exercise Expiry date
(description 400,000 - price 14 December
and conversion 500,000 - $0.10 2015
factor) $0.03 21 November
2016
7.8 Issued during 500,000 - $0.03 21 November
quarter 2016
7.9 Exercised
during quarter
7.10 Expired / 2,150,000 - $0.40 31 December
cancelled 21,496,727 21,496,727 $0.198 2013
during quarter 07 December
2013
7.11 Debentures
(totals only)
7.12 Unsecured notes
(totals only)
Compliance statement
1 This statement has been prepared under accounting policies which
comply with accounting standards as defined in the Corporations Act or
other standards acceptable to ASX (see note 5).
2 This statement does give a true and fair view of the matters
disclosed.
Sign here: ............. Date: 31 January 2014
(Company Secretary)
Print name: Andrew Nealon.
Notes
1 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 wanting to disclose
additional information is encouraged to do so, in a note or notes
attached to this report.
2 The “Nature of interest” (items 6.1 and 6.2) includes options in
respect of interests in mining tenements and petroleum tenements
acquired, exercised or lapsed during the reporting period. If the
entity is involved in a joint venture agreement and there are
conditions precedent which will change its percentage interest in a
mining tenement or petroleum tenement, it should disclose the change
of percentage interest and conditions precedent in the list required
for items 6.1 and 6.2.
3 Issued and quoted securities The issue price and amount paid up
is not required in items 7.1 and 7.3 for fully paid securities.
4 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.
5 Accounting Standards ASX will accept, for example, the use of
International Financial Reporting Standards for foreign entities. If
the standards used do not address a topic, the Australian standard on
that topic (if any) must be complied with.
11 February 2014
Johannesburg
Sponsor
Sasfin Capital (a division of Sasfin Bank Limited)
Date: 11/02/2014 09:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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