Monday 1 June 2015 COMPANY ANNOUNCEMENTS
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Monday 1 June 2015 COMPANY ANNOUNCEMENTS OFFICE AUSTRALIAN SECURITIES EXCHANGE ASX CODE MTN MARATHON RESOURCES LODGES INFORMATION MEMORANDUM Marathon Resources Limited (“Marathon” “the Company”) (ASX: MTN) refers to its recent announcements relating to the changes in the activities and scale of Marathon Resources. Attached please find the Company’s Information Memorandum and supporting material for consideration by ASX for re-compliance with the Listing Rules and re-admission to the Official List. S M Appleyard Company Secretary 1 T +61 (0)8 8348 3500 F +61 (0)8 7225 6990 ABN 31 107 531 822 Information Memorandum Dated 1 June 2015 This document is a re-compliance information memorandum for the purposes of satisfying Chapters 1 and 2 of the ASX Listing Rules and to satisfy ASX's requirements for re-admission to the Official List following a change to the nature and scale of the Company’s activities. No securities will be issued or sold under this Information Memorandum. Doc ID 290159333/v1 2 Corporate Directory Directors Australian Legal Adviser HWL Ebsworth Lawyers Mr Peter L Williams Level 21, Westpac House Non-executive Deputy Chair 91 King William Street Adelaide SA 5000 Mr David Kit Shearwood Managing Director Mr Daniel J D Peters Stock Exchange Listing Executive Chair Australian Securities Exchange ASX Code: MTN Mr Chris Schacht Non-executive Director Company Secretary Registered and Corporate Office Mr Sam M Appleyard Unit 8, 53-57 Glen Osmond Road Eastwood SA 5063 Doc ID 290159333/v1 3 Table of Contents Indicative Timetable 4 Important Notices 5 Section 1 Introduction 6 Section 2 Purpose of this Information Memorandum 7 Section 3 Incorporation of Notice of General Meeting 7 Section 4 ASX Re-Listing 8 Section 5 Overview of the Company 9 Section 6 Financial Information 10 Section 7 Directors and Corporate Governance 11 Section 8 Capital Structure 13 Section 9 Material Contracts 16 Section 10 Additional Information 17 Section 11 Directors' consent and authorisation 21 Section 12 Glossary 22 Appendix 1 - Notice of General Meeting and Explanatory Memorandum 24 Appendix 2 - AMC Report Doc ID 290159333/v1 4 Indicative Timetable Event Date1 Suspension of the Company's securities from trading on 27 May 2015 ASX at the opening of trading2 General Meeting to approve the change to nature and 27 May 2015 scale of activities and other matters ASX informed of Shareholder approvals 27 May 2015 Lodgement of application for re-listing, including this 1 June 2015 Information Memorandum, with ASX Completion of Acquisition 30 June 2015 Anticipated date for re-quotation on ASX 30 June 2015 1 These dates are indicative only and may change. The Company reserves the right to vary the dates set out above subject to the Corporations Act and other applicable laws. 2 In accordance with ASX requirements, Shares will be suspended from trading on ASX from the date of the General Meeting until such time that the Company re-complies with Chapters 1 and 2 of the ASX Listing Rules. Doc ID 290159333/v1 5 Important Notices Date and preparation This Information Memorandum is dated 1 June 2015. This Information Memorandum has been prepared and issued by Marathon Resources Ltd ACN 107 531 822 (the Company) for the purposes of the Company re-complying with Chapters 1 and 2 of the Listing Rules. ASX A copy of this Information Memorandum was lodged with ASX on 1 June 2015. Neither ASX nor any of its officers take any responsibility for the contents of this Information Memorandum. The fact that ASX may re-admit the Shares to quotation is not to be taken in any way as an indication of the merits of the Company or the Shares. No issue or sale This Information Memorandum is not a prospectus or disclosure document for the purposes of Part 6D of the Corporations Act and has not been lodged with the Australian Securities and Investments Commission. No securities will be issued or sold pursuant to this Information Memorandum and this Information Memorandum does not constitute or contain an offer or invitation to subscribe for securities in the Company. The Company is not seeking to raise any funds or issue any securities under this Information Memorandum. Nature of document This Information Memorandum is an important document and should be read in its entirety. You are not, however, required to do anything in relation to this Information Memorandum. Forward looking statements This Information Memorandum contains forward looking statements which are subject to known and unknown risks, uncertainties and other factors that could cause the actual results, performance or achievements of the Company, or the effect or implementation of the Acquisition, to vary materially from those expressed or implied in such forward looking statements. Actual events or results may differ materially from the events or results expressed or implied in any forward looking statement and deviations are both normal and to be expected. None of the Company or any person named in this Information Memorandum makes any representation or warranty (either express or implied) as to the accuracy or likelihood of fulfillment of any forward looking statement, or any events or results expressed or implied in any forward looking statement. Shareholders are cautioned not to place undue reliance on those statements. The forward looking statements in this Information Memorandum reflect views held only as at the date of this Information Memorandum. Defined terms and financial information Certain terms used in this Information Memorandum have been defined in the Glossary in section 12. All financial and operational information contained in this Information Memorandum is stated as at the date of this Information Memorandum, unless otherwise specified. Currency amounts are in Australian dollars, unless otherwise specified. Doc ID 290159333/v1 6 1. Introduction As Shareholders are aware, Marathon Resources Limited (the Company) has been investigating potential targets for acquisition since 2012. During that time, the Board has considered some 300 potential projects, predominantly in the minerals and energy sectors. The Board has identified ARP TriEnergy Pty Ltd (ARP TriEnergy), which owns the Leigh Creek Energy Project (LCEP), as a suitable target for acquisition, which would reposition the Company as an energy and minerals explorer and developer. On 18 November 2014, ARP TriEnergy was issued a petroleum exploration licence (PEL 650) on which the LCEP is situated. On 27 April 2015, ARP TriEnergy was issued 2 minerals exploration licences which are prospective for coal (EL 5596 and EL 5597). ARP TriEnergy is also the applicant in respect of 5 additional petroleum exploration licence applications in South Australia. The LCEP aims to produce synthetic natural gas (syngas) via in situ gasification (ISG) for sale to major gas users in the eastern states of Australia and as feedstock for power generation and fertiliser and explosives production. As announced to ASX on 3 March 2015, the Company entered into a Share Sale Agreement to acquire, subject to Shareholder approval and the satisfaction of certain other conditions, 100% of the issued capital in ARP TriEnergy in consideration for the issue of 138,311,683 Shares in the Company to the Vendors in proportion to their holdings in ARP TriEnergy (the Acquisition). In order to facilitate the ongoing appraisal drilling work on PEL 650, the Company has entered into an Interim Funding Agreement with ARP TriEnergy pursuant to which the Company has agreed to provide funding to ARP TriEnergy, between the date of the General Meeting and Completion of the Acquisition, for working capital purposes and to allow ARP TriEnergy to undertake certain appraisal drilling activities. Completion of the Acquisition is subject to various conditions and is expected to occur on or about the date on which the Company receives confirmation from ASX that it has re-complied with Chapters 1 and 2 of the ASX Listing Rules (please refer to section 4 below). Following Completion, the Company will procure that ARP TriEnergy enter into a Royalty Deed in relation to all tenements held by ARP TriEnergy, pursuant to which ARP TriEnergy will have an obligation to pay royalties to the trustees of the South Australia ISG Trust No 1., the beneficiaries of which trust are the Vendors. Detailed information relating to the Acquisition is set out in the Notice of General Meeting and Explanatory Memorandum dated 24 April 2015 (Notice of Meeting), which is included as Appendix 1 to this Information Memorandum (please refer to section 3 below), and more particularly in the following sections of the Notice of Meeting: Information Section(s) of the Notice of Meeting Company 2, 3 and 4 ARP TriEnergy and LCEP 5 Acquisition (referred to as the "Transaction" in the Notice of 2, 3 and 4 Meeting) Key terms of the Share Sale Agreement 2.2 Key terms of the Interim Funding Agreement 2.4 Key terms of the Royalty Deed 2.3 Gas industry in Australia 5.6 Regulatory regime in South Australia 5.7 Key risks associated with the Acquisition 6 Doc ID 290159333/v1 7 2. Purpose of this Information Memorandum The Acquisition will result in a significant change in the nature and scale of the Company's activities, which requires the approval of its Shareholders under Listing Rule 11.1.2, on the following basis: • As Shareholders would be aware based on the Company's disclosure to the market over the past 18 months, the Company's current business activities comprise the ongoing investigation of potential projects for investment (including both minerals and energy projects). During that time, the Company has undertaken initial exploratory and testing work on a number of those projects to better evaluate the prospects for a potential investment. • By contrast, the Acquisition will involve the Company acquiring an exploration project with tenements and tenement applications relating to both energy and minerals exploration.