Independent Technical Specialist's Report Technical Assessment
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Independent Technical Specialist’s Report Technical Assessment, Review of inputs to DCF models, and Valuation of Mineral Assets of Atlas Iron Limited CSA Global Report Nº 343.2018 12 July 2018 www.csaglobal.com Atlas Iron Limited TARGET'S STATEMENT Page | 179 ATLAS IRON LIMITED Independent Technical Assessment, review of inputs to DCF models, and Valuation of Mineral Assets Report prepared for Client Name BDO Corporate Finance (WA) Pty Ltd Project Name/Job Code AGOITV02 Contact Name Peter Toll Contact Title Director Office Address 38 Station Street, Subiaco, WA 6008 Report issued by CSA Global Pty Ltd Level 2, 3 Ord Street West Perth, WA 6005 AUSTRALIA PO Box 141, CSA Global Office West Perth WA 6872 AUSTRALIA T +61 8 9355 1677 F +61 8 9355 1977 E csaausatcsaglobal.com Division Corporate Report information File name R343.2018 ITAVR for BDO on Atlas Iron Mineral Assets (AGOITV02).docx Last edited 13/07/2018 09:33:00 Report Status Final Authorised by Jeff Elliott CSA Global Signature: Authorisation BSc., MAIG, FAusIMM, MAICD, AFAIM © Copyright 2018 CSA Global Report Nº R343.2018 Atlas Iron Limited TARGET'S STATEMENT Page | 180 I ATLAS IRON LIMITED Independent Technical Assessment, review of inputs to DCF models, and Valuation of Mineral Assets Executive Summary On 18th June 2018, Redstone Corporation Pty Ltd (“Redstone”), a wholly owned subsidiary of Hancock Prospecting Pty Ltd (“Hancock”), made an offer for the shares in Atlas Iron Ltd (“Atlas”). Redstone offered A$0.042 per share for all of the ordinary shares in Atlas in which Redstone did not already have a relevant interest. BDO Corporate Finance (WA) Pty Limited (BDO) has been engaged by the Independent Directors of the Company to prepare an Independent Expert’s Report (“the IER”) for inclusion with a Target’s Statement advising whether in their opinion the takeover offer is fair and reasonable to the Company’s shareholders. The Atlas Directors also retained CSA Global Pty Ltd (CSA Global) to prepare an independent opinion on the technical inputs into the Discounted Cash Flow (DCF) models and to undertake a Market Valuation of Atlas’s Mineral Assets in Western Australia not included in the DCF models, under instruction from BDO. The DCF valuations were conducted by BDO and informed by CSA Global’s review of and commentary on the suitability of the inputs to the DCF models. The scope of the Report, as advised by BDO to CSA Global comprises: • Providing an independent opinion on the technical inputs underpinning the financial model for each of the Mount Webber and Corunna Downs projects. • A valuation of Atlas’s other mineral assets, including the following: o Value of resources not included in the Mount Webber and Corunna Downs models o Material iron assets in the Southeast Pilbara region o The McPhee Creek Project o The Ridley magnetite project o Lithium tenements at Cisco and Pancho o Copper projects at Copper Range and Walker o Gold potential of Atlas’s tenure portfolio o The technical inputs for the Pilgangoora direct shipping ore (DSO) spodumene interest o The technical inputs for the Altura Lithium royalty from M45/1231. For each of the operations and development projects reviewed, CSA Global has provided cases including capital and operating cost projections, with DCF models, to BDO. CSA Global concluded that the production cases have a reasonable basis. Atlas currently operates one mine, Mount Webber, in the northern Pilbara, and holds a portfolio of tenements covering a range of identified iron ore Mineral Resources, comprising pre-development projects and less advanced projects, as well as lithium, copper and potentially gold targets. The mining operations considered in this review include the Mount Webber operations and Corunna Downs feasibility study. McPhee Creek is the subject of a completed feasibility study, with mine planning and infrastructure requirements engineered in detail, but the development project has not been committed to as the current iron ore prices do not deliver sufficient cash flows to encourage the development of this project. McPhee Creek has therefore been valued on a resource basis. Considering the high exploration maturity of the Atlas projects, CSA Global considers the potential for additional mineralisation at any of the projects to be moderate to low. Some upside potential has been identified at Corunna Downs which may result in additional resources. Atlas’ tenement portfolio also covers projects for lithium, copper and gold. CSA Global Report Nº R343.2018 Atlas Iron Limited TARGET'S STATEMENT Page | 181 II ATLAS IRON LIMITED Independent Technical Assessment, review of inputs to DCF models, and Valuation of Mineral Assets The Cisco and Pancho Projects in the Wodgina area cover mapped LCT-type pegmatites hosting spodumene. These pegmatites have yet to be defined or fully explored.The projects could potentially hold lithium pegmatites deposits such as those being mined nearby at Pilgangoora and Wodgina. The focus of the Copper Range and Walker Projects is copper hosted by VMS style mineralisation. Exploration in both areas have identified evidence of mineralisation but much work remains to define resources. Atlas’s large tenement portfolio in the Pilbara covers substantial areas of stratigraphy currently being targeted by other companies for gold mineralisation. A substantial area of Atlas’ Pilbara tenement package covers greenstones with substantial structures interpreted totransect the rock packages. Numerous small gold mineral occurrences are known. A high-level mineral systems review of the tenure identified a number of key criteria for gold deposit formation including suitable structural architecture, evidence of sources and reservoirs for gold and potential trap sites for gold mineralisation. Gold nuggets have been found by numerous parties recently, and also over a long period dating back to the 19th century, in conglomerates near the Mount Roe Basalt. New theories about the significance and origin of this gold have been proposed, and significant interest in tenements covering the key stratigraphic locations was notable in late 2017. The Atlas tenements cover, or are adjacent to, key stratigraphic units associated with the conglomerate gold model. For the purposes of preparing this report, CSA Global has visited the operating sites and projects under development, reviewed material technical reports and management information, and held discussions with management staff both on site and in the Perth offices of Atlas. CSA Global has not visited the exploration projects located away from the operations and projects under development as they are not considered to be material to the overall value of Atlas, and CSA Global concluded it was sufficientlyfamiliar with the project areas that a site visit was not required. CSA Global has not audited the information provided to it but has satisfisfied itself that all the information has been prepared in accordance with proper industry standards and is based on data that CSA Global considers to be of acceptable quality and reliability. Where CSA Global has not been so satisfied, CSA Global has included comment in this report and made modifications to the estimates and forecasts provided by CSA Global to BDO. CSA Global Report Nº R343.2018 Atlas Iron Limited TARGET'S STATEMENT Page | 182 III ATLAS IRON LIMITED Independent Technical Assessment, review of inputs to DCF models, and Valuation of Mineral Assets Valuation Summary CSA Global understand that under BDO’s Current Discount Scenario, they have assumed that production at Mount Webber will cease and that Corunna Downs will not be developed. Therefore, BDO has instructed CSA Global to value Mount Webber and Corunna Downs, as well as McPhee Creek, on a resource basis. CSA Global’s opinion on the value of the iron ore Mineral Resources of Atlas as at 1 July 2018 is provided in Table 1, assuming that production at Mount Webber will cease and that Corunna Downs is not developed. In the event that Mount Webber and Corunna Downs are mined, CSA Global’s opinion on the value of the material iron ore resources not included in the current mine plans, as at 1 July 2018, is provided in Table 2. Table 1: Value of Mineral Assets as at 1 July 2018 Project Low (A$M) High (A$M) Preferred (A$M) Mount Webber Mineral Resources 5 15 10 Corunna Downs Mineral Resources 6 15 10 McPhee Creek Minerals Resources 20 60 40 Ridley Mineral Resources 6.0 18.0 12.0 Davidson Creek Hub Mineral Resources 4.0 12.5 6.5 Mount Dove ground holding 0.25 0.70 0.5 Miralga Creek Mineral Resources 0.15 0.40 0.2 West Pilbara (Anthiby) Project 0.01 0.02 0.01 Mid West (Beebyn) Project 0.01 0.03 0.02 Western Creek Project 0.01 0.04 0.03 Hickman Project 0.00 0.01 0.01 Jimblebar Project 0.03 0.07 0.05 Warrawanda Project 0.03 0.08 0.06 Pardoo Project 0.15 0.40 0.25 Abydos project 0.08 0.25 0.15 Cisco Lithium Project 0.6 3.4 2.2 Pancho Lithium Project 0.1 0.5 0.3 Copper Range Copper 0.03 0.28 0.20 Walker Copper Project 0.02 0.22 0.17 Gold potential of the Atlas Pilbara tenements* 1.2 10.7 4.4 TOTAL 43.7 137.6 87.1 The valuation has been compiled to an appropriate level of precision and minor rounding errors may occur. Note: the Mt Webber & Corunna Downs Mineral asset valuations above are for the full resource base including any residual resources outside the mine plan – the value of these residual resources are shown below in Table 2 Table 2: Value of remaining iron ore Mineral Resources outside the current mine plans as at 1 July 2018 Project Low (A$M) High (A$M) Preferred (A$M) Mount Webber 0.6 2.0 1.0 Corunna Downs 4.0 10.0 6.5 TOTAL 4.6 12.0 7.5 The valuation has been compiled to an appropriate level of precision and minor rounding errors may occur.