Renaissance Minerals Ltd ACN 141 196 545 Prospectus APRIL 2010
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Renaissance Minerals Ltd ACN 141 196 545 Prospectus APRIL 2010 For the offer of 25,000,000 Shares at an issue price of 20 cents each, to raise a total of $5,000,000 with the option to accept over-subscriptions of up to a further 5,000,000 Shares to raise a further $1,000,000 and a maximum of $6,000,000. The Offer includes a Priority Offer to eligible Gryphon Minerals Limited shareholders. IMPORTANT INFORMATION This is an important document that you should read in its entirety. If you do not understand it, you should consult your professional advisor without delay. The Shares offered by this Prospectus should be considered speculative. Co-Lead Managers Corporate Directory DIRECTORS INDEPENDENT GEOLOGIST Rick Hart, Non-Executive Chairman Bishop Exploration Pty Ltd Justin Tremain, Managing Director 73 Belleview Crescent Mel Ashton, Non-Executive Director Dianella WA 6059 COMPANY SECRETARY SHARE REGISTRY* Brett Dunnachie Security Transfer Registrars 770 Canning Highway REGISTERED OFFICE Applecross WA 6153 Freemasons Building 181 Roberts Road CORPORATE ADVISOR Subiaco WA 6008 Grange Consulting Group Pty Ltd Tel: (08) 9286 6300 945 Wellington Street Fax: (08) 9286 6399 West Perth WA 6005 CONTACT DETAILS: CO-LEAD MANAGERS Website: Max Capital Pty Ltd www.renaissanceminerals.com.au 945 Wellington Street Email: WEST PERTH WA 6005 [email protected] BGF Equities Pty Ltd SOLICITORS Level 4, 75-77 Flinders Lane In Australia: Melbourne VIC 3000 Murcia Pestell Hillard 23 Barrack Street ASX Code: RNS Perth WA 6000 In USA: Lane Powell Suite 301 301 West Northern Lights Boulevard Anchorage, Alaska 99503 AUDITORS* Stantons International Pty Ltd Level 1, 1 Havelock Street West Perth WA 6005 INVESTIGATING ACCOUNTANT Stantons International Securities Level 1, 1 Havelock Street West Perth WA 6005 * These entities are included for information purposes only. These entities have not been involved in the preparation of this Prospectus or authorised any statements in this Prospectus. Contents Investment Highlights and Risks 2 Chairman’s Letter 3 Important Notice 4 Section 1: Details of the Offer 6 Section 2: Company Overview 10 Section 3: Management & Corporate Governance 19 Section 4: Investment Risks 22 Section 5: Investigating Accountant’s Report 26 Section 6: Independent Geologist’s Report 38 Section 7: Independent Solicitor’s Report – Australian Tenements 80 Section 8: Independent Attorney’s Report – Alaskan Tenements 104 Section 9: Additional Information 113 Section 10: Director’s Authorisation 123 Section 11: Glossary 124 General Offer Application Forms 127 RENAISSANCE MINERALS: PROSPECTUS 1 Investment Highlights Renaissance Minerals Limited (Renaissance or Company) is a recently incorporated Australian mineral exploration company. The Company has entered into agreements to acquire a portfolio of prospective mineral exploration projects in Western Australia and Alaska. Experienced management team with strong track record of exploration and development of publicly listed exploration companies. Southern Cross Project, Western Australia RISK SUMMARY (100% interest) There are a number of risks associated with investing • Tenement package covering over 700km2 in the share market generally and in the Company comprising the Radio and Mt Rankin Projects. specifically. The Shares being offered under this Prospectus must be regarded as a highly speculative • The Radio Project includes the historic Radio investment. Prospective investors should read this Gold Mine which produced approximately Prospectus in its entirety before deciding on whether 71,050 ounces of gold at an average grade to apply for Shares under this Prospectus, and, in of 38.5g/t to a depth of just 105 metres until particular, consider the risk factors set out in Section it ceased production in 1974. Mineralisation is 4, which include (but are not limited to): open along strike and at depth. • No guarantee of exploration success. There is no • A number of regional exploration targets have assurance that the exploration of the tenements been identified which warrant further investigation described in this Prospectus, or any tenements and have the potential for the discovery of large acquired in the future, will result in the discovery tonnage gold deposits as well as smaller high- of a mineral deposit. Even if an apparently viable grade gold deposits. deposit is identified, there is no guarantee that it Eastern Goldfields Project, Western Australia can be economically exploited. (100% interest) • The Company has a limited operating history • Granted tenements and applications covering an having been only recently incorporated. 2 area of close to 3,000km centred approximately • Ability to comply with environmental guidelines 120 kilometres east of Kalgoorlie. and policies. As with most exploration projects, • The tenements cover positions on the Laverton the Company’s operations are expected to have Tectonic and Keith Kilkenny Tectonic Zones an impact on the environment. which are significant mineralised structures • The Company may be unable to obtain the hosting known gold deposits. necessary government/environmental approvals • Large underexplored position in a world class for its proposed operations. gold province. • Economic conditions as well as share market Quicksilver Gold Project, Alaska (90% interest) volatility may affect the Company’s share price performance regardless of the Company’s • Covers some 70 acres of the Tintina Gold Belt in operating performance. South-Western Alaska, a region prospective for • The Company may not be able to raise further large scale igneous related gold deposits. funds as and when required. • Relatively unexplored project within a prospective • Directors, employees and consultants may leave gold province. the Company. • Commodity price volatility and exchange rate risks may adversely impact the Company. • Access to land may be restricted or stopped. 2 RENAISSANCE MINERALS: PROSPECTUS Chairman’s Letter Dear Investor On behalf of the Directors, it gives me great pleasure to invite you to become a Shareholder in Renaissance Minerals Limited (Renaissance or Company). Renaissance is a Perth- based mineral exploration company established with the purpose of acquiring, exploring and developing gold and other mineral deposits. The Company has entered into agreements to acquire five highly prospective mineral exploration projects comprising the Radio and Mt Rankin Projects in Southern Cross, the Eastern Goldfields Project and the Collurabbie South Project, all in Western Australia and the Quicksilver Project in Alaska. These projects are primarily gold exploration projects but are also prospective for base metals and iron as outlined in the Independent Geologist’s Report. The purpose of the Offer is to provide funds to complete the acquisition of the Projects and to undertake a systematic exploration program aimed at the discovery of an economic mineral deposit in historically proven mineral provinces. An exploration program has been developed by the Board to provide the Company with the opportunity to unlock the value from the projects. This Prospectus is seeking to raise $5 million through a Priority Offer to Gryphon Shareholders and a General Offer to the public. Renaissance has assembled a well balanced management and exploration team which is fully qualified to exploit the potential of the Company’s mineral assets. The Board has significant expertise and experience in mineral exploration, project development and corporate finance and aims to ensure that funds raised through the Offer will be utilised in a cost-effective manner to advance the Company’s projects. I look forward to you joining us as a Shareholder and sharing in what we believe are exciting and prospective times ahead for the Company. Before you make your investment decision, I urge you to read this Prospectus in its entirety and seek professional advice if required. Yours sincerely Rick Hart CHAIRMAN RENAISSANCE MINERALS: PROSPECTUS 3 Important Notice GENERAL OFFER RESTRICTIONS This Prospectus is dated 16 April 2010 and a copy This Prospectus does not constitute an offer of of this Prospectus was lodged with the Australian Shares in any jurisdiction where, or to any person to Securities and Investments Commission (“ASIC”) on whom, it would not be lawful to issue the Prospectus that date. The ASIC takes no responsibility for the or make the Offer. It is the responsibility of any contents of the Prospectus. Applicant who is resident outside Australia to ensure compliance with all laws of any country relevant to Prospective investors should read this Prospectus in their Application, and any such Applicants should its entirety, including the Investigating Accountant’s consult their professional advisers as to whether Report in Section 5, the Independent Geologist’s any government or other consents are required, Report in Section 6, the Independent Solicitor’s or whether any formalities need to be observed to Report on the Australian Tenements in Section 7 and enable them to apply for and be issued Shares. the Independent Attorney’s Report on the Alaskan Tenements in Section 8. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and Neither Renaissance nor any other person persons who come into possession of this guarantees the performance of the Shares offered Prospectus should seek advice and observe any pursuant to this Prospectus, or the performance of such restrictions. Any failure to comply with such Renaissance,