Terms of the Transaction
Under the Share Purchase Agreement, Coltstar will acquire 100% of the issued shares in Ridge, in consideration for the issue of 10 million new, fully-paid shares in Coltstar to the Ridge shareholders.
Ridge owns 100% of Eastern Exploration Pty Ltd, which will be included in the transaction.
Following the transaction, Coltstar will have approximately 38 million fully-paid shares on issue, together with approximately 5.75 million convertible equity instruments (options and warrants) and CDN$150,000 worth of convertible debentures. Coltstar has recently finalised a capital raising, leaving it with approximately CDN$1.5 in working capital.
Ridge shareholders will hold approximately 27% of Coltstar following the transaction (approximately 23% on a fully diluted basis). As the majority shareholder of Ridge, D'Aguilar will hold approximately 8.6 million shares in Coltstar following the transaction (approximately 23%), valuing the deal at approximately $4.75 million dollars based on the current Coltstar price of CDN$0.50. Coltstar has agreed to pay a finders fee of CDN245,000 to a third party, via the issue of Coltstar shares.
D'Aguilar will be entitled to appoint a Director to the Coltstar Board, and will continue to provide managerial and administrative support to Ridge on commercial terms. The parties are currently expediting the appointment of a Chief Operating Officer for Ridge to lead the further exploration and metallurgical programs.
Under the terms of the transaction, D'Aguilar and its related companies have agreed to be restricted from involvement in projects, companies and investments which are primarily focussed on iron-ore for a period of five (5) years in Australia (Restriction Period). D'Aguilar is also bound to direct any such project or investment opportunities to Ridge (under the ownership of Coltstar).
In the event that Ridge, or its assets, are disposed of by Coltstar during the Restriction Period, D'Aguilar may elect to be released absolutely from all such restrictions, or - as compensation for continuing to be restricted - be granted a 1.25% NSR on future production from the iron ore assets acquired as part of this transaction, and where the disposal is effected by way of an initial public offering of Ridge or other entity holding the iron ore interests (Listed Entity), a further 2 million shares in the Listed Entity and warrants to purchase 10% of the capital of the Listed Entity.
Ridge, together with Eastern Exploration, holds exploration licences for iron ore over parts of the northern Surat Basin, the underlying basement and other areas where previous work has identified iron ore development with over 40% iron content in lateritised profiles. While over the past 40 years the mining industry has concentrated on the exploitation of haematite ores grading better than 55% iron, it has been overlooked that for most of the history of the iron and steel industry (many centuries), iron ore grading 35+% was the accepted standard. Given that the Ridge target areas are situated adjacent to massive coal and gas reserves (owned by unrelated third parties) and given the current high prices for iron ore, it is possible that lower than currently used grades of iron ore should be able to be very profitably exploited even bearing costs of upgrading by processing.
Initial field work has already identified extensive deposits of sediment hosted iron ore with many assays >40% Fe. The largest and strongest iron deposit identified lies in the Johnson Creek area on the eastern edge of the Basin approximately 100km southwest of Mundubbera and 80km east of Wandoan, referred to as Cadarga. Mapping and sampling work at Cadarga has also led to the discovery of high grade Titanium Dioxides (to 31% TiO2) around an interpreted basaltic volcanic centre near the town of Monogorilby. The deposit is flat lying within a lateritised volcanic breccia and covers about 6 square kilometres around a diatreme style of volcanic vent.
Coltstar Ventures Inc was established in 2006 and is based in Vancouver, Canada. Coltstar is a Tier 2 TSX Venture Exchange listed company headed by CEO Damien Reynolds. Coltstar's stated objective is to utilise the proven skills of its talented team to advance the economic value of world-scale natural resource projects, for the benefit of all stakeholders. As part of its focus on world-class iron-ore projects, Coltstar has just announced the staking of a 958km2 tenement area contiguous with Chevron Canada Limited's Crest iron deposit which is incorporated within a 600km2 area straddling the Yukon - Northwest Territories border in Northern Canada.
Through its subsidiary, Tuscany Minerals (OTC:TUSMF), Coltstar is also focused on the acquisition, exploration, and development of gold properties in Italy. Its principal property includes the Colline Metallifera gold property, which consists of six exploration permits located in Tuscany, Italy.
Coltstar recently announced that a silt sampling campaign has expanded a large, gold-in-silt anomaly on its Torniella Property in central Italy. This anomaly exhibits very high gold values (greater than 1,000 ppb) in a setting similar to that of high-sulphidation gold mines in Latin America, such as Pierina, Yanacocha, Pasqua-Lama and Fruta-del-Norte. The Torniella exploration permit, covering a surface area of 2,130 hectares, is located 110 kilometres north-west of Rome in an area which hosts significant mining activity, including more than 500 quarries.
About DGR Global Limited
DGR Global (formerly D’Aguilar Gold Limited) (ASX:DGR) is focused on generating exploration and development companies in a wide array of minerals.
Projects are conceived directly through the skills and experience of D’Aguilar’s accomplished team of exploration geoscientists (with an enviable track record), not by the costly purchase of properties. Each project or exploration strategy is held in a separate subsidiary.
Focused and specialist management is then engaged in the subsidiary, with project specific finance raised in the subsidiary – faster and less dilutive to D’Aguilar. As the subsidiary project develops and starts to derisk the subsidiary is separately capitalised (seed raisings followed by an IPO).
Investors can choose to invest specifically in a particular project/commodity, or by investing in D’Aguilar, invest in the resource company generating business which retains a significant carried interest in each project.
D’Aguilar projects tend to be very large, targeting new provinces with the potential to make world-class discoveries. The exploration concepts are often novel. While increased metal prices and advances in technology can turn former sub-economic deposits into viable projects, D’Aguilar subsidiary projects frequently emerge from detailed reassessment and reinterpretation of large databases – looking at things from a new angle and with a different focus using state of the art techniques. The D’Aguilar Directors and Managers have in the past applied new exploration models to extensive tenement areas which have led to identification of new mineral provinces and the discovery of nationally significant resources. Similar efforts are now being dedicated to D’Aguilar.
Tuscany Minerals Limited
DGR Global Limited
Coltstar Ventures Inc.