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RENAISSANCE URANIUM Prospectus 2010 Renaissance Uranium Limited ACN 135 531 341 Prospectus for the Offer of 40,000,000 New Shares at an Offer Price ...
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RENAISSANCE URANIUM
Prospectus 2010
Renaissance Uranium Limited ACN 135 531 341 Prospectus for the Offer of 40,000,000 New Shares at an Offer Price of $0.20 per Share to raise $8.0 million Joint Lead Managers and Joint Underwriters
THIS DOCUMENT IS IMPORTANT AND IT SHOULD BE READ IN ITS ENTIRETY. If you are in any doubt as to the contents of this document, you should consult your broker, solicitor, professional adviser or accountant without delay. The securities offered by this Prospectus are considered to be speculative. Renaissance Uranium Prospectus 2010
Corporate Directory Directors
David Macfarlane (Non-Executive Chairman) David Christensen (Managing Director) Geoff McConachy (Executive Director) Andrew Martin (Non-Executive Director) Stephen Bizzell (Non-Executive Director)
Duncan Cornish
Registered Office and Principal Place of Business
63 King William Street, Kent Town, SA 5067 Phone: +61 8 8363 1589 Fax: +61 8 8363 1654 Email: [email protected] Website: www.renaissanceuranium.com.au ASX Code: RNU
Joint Lead Managers and Joint Underwriters to the Offer
Bizzell Capital Partners Pty Limited Level 11, Waterfront Place, 1 Eagle Street, Brisbane QLD 4000 Phone: +61 7 3212 9200 Fax: +61 7 3212 9201 Email: [email protected] RBS Morgans Corporate Limited Level 29, Riverside Centre, 123 Eagle Street, Brisbane QLD 4000 Phone: +61 7 3334 4888 Fax: +61 7 3831 0593 Email: [email protected] Wilson HTM Corporate Finance Ltd Level 38, Riparian Plaza, 71 Eagle Street, Brisbane QLD 4000 Phone: +61 7 3212 1333 Fax: +61 7 3212 1399 Email: [email protected]
Independent Accountant and Auditor
BDO Audit (QLD) Pty Ltd Level 18, 300 Queen Street, Brisbane QLD 4000 Phone: +61 7 3237 5999 Fax: +61 7 3221 9227 Email: [email protected]
Independent Geological Consultant
David Tonkin & Associates Mr David Tonkin 25 Palmerston Road, Unley SA 5061 Phone: +61 8 8272 0999
Link Market Services Limited ANZ Building, Level 15, 324 Queen Street, Brisbane QLD 4000 Phone: +61 2 8280 7454 Fax: +61 2 9287 0303
Solicitors to the Company
HopgoodGanim Lawyers Level 8, Waterfront Place, 1 Eagle Street, Brisbane QLD 4000 Phone: +61 7 3024 0000 Fax: +61 7 3024 0300 Email: [email protected]
Contents Investment Highlights....................................................... 2
Section 5 – Independent Geologist's Report................... 42
Important Information....................................................... 4
Section 6 – Independent Report on Tenements.............. 58
Letter from the Chairman.................................................. 7
Section 7 – Independent Accountant's Report................ 69
Section 1 – Details of the Offer......................................... 9
Section 8 – Risk Factors................................................. 79
Section 2 – Company and Projects Summary................. 14
Section 9 – Summary of Material Contracts.................... 85
Section 3 – Industry Overview......................................... 37
Section 10 – Additional Information................................ 92
Section 4 – Directors and Management.......................... 40
Section 11 – Glossary of Defined Terms........................ 102
Key Terms Offer Price per New Share
Total number of New Shares available under the Offer
Amount to be raised under the Offer
Shares on issue prior to the Offer1 72,500,000 Total issued Shares on completion of the Offer1, 2
Capitalisation of Shares at the Offer Price3
Pro forma net cash4 Enterprise value at the Offer Price5
$9.5 million $13.1 million
Key Dates Date of this Prospectus
1. Some of the existing Shares and Hiltaba Shares may be classified as restricted securities (see Section 1.16). 2. Assumes 750,000 Hiltaba Shares have been issued, but excludes the balance 750,000 Hiltaba Shares which may be issued in the future (see Sections 1.7 and 9.2). 3. Based on the Offer Price and the total number of Shares on completion of the Offer. 4. See Independent Accountant's Report in Section 7 of the Prospectus. 5. Based on the Capitalisation of Shares at the Offer Price (see note 3) less Pro forma cash on hand (see note 4).
Applications open
Applications close
Allotment of New Shares
Despatch of holding statements 9 December 2010 Anticipated date of trading of Shares listed for quotation on ASX
Renaissance Uranium Prospectus 2010
Attractive market dynamics provide an opportune time to explore for uranium Renaissance Uranium believes the uranium price is likely to benefit from significant worldwide investment in nuclear generation, led by growth in China, India and Russia. There are 58 nuclear power reactors under construction, an additional 152 planned and a further 337 proposed by 2030 (with 441 reactors currently operable). As a result, annual demand for uranium oxide is estimated to increase by approximately 30%–60% by 2025. Furthermore, global demand for uranium has exceeded production from mines each year since 1990. Existing primary supply sources have been depleted by a lack of exploration and development during the nuclear industry stagnation in the 1980s to mid-2000s, and secondary supply may be disrupted with the expiration in 2013 of the HEU Agreement between Russia and the United States.
Strategic exploration projects covering large tenement areas in world class uranium regions Renaissance Uranium has acquired tenements comprising 8 prospective projects in key uranium provinces of South Australia and the Northern Territory. The projects, which cover a total area of approximately 14,600 km2, include the: • Pirie Basin Project (SA) – A strategic holding, targeting sandstone hosted uranium deposits, adjacent to the recently discovered Mullaquana uranium deposit; • Eastern Eyre Project (SA) – 3 tenements prospective for IOCGU or shear hosted uranium deposits within the southern portion of the Olympic Dam IOCGU corridor; • Marree Projects (SA) – An extensive holding in the Western Frome Basin, targeting Four Mile-style, sandstone hosted uranium deposits and Neoproterozoic sediment-hosted copper-uranium deposits; and • Ngalia Basin Project (NT) – 4 tenements located in a region endowed with several uranium deposits including Bigrlyi and Walbiri.
Landscape in the Ngalia Tenement region of the Northern Territory
Experienced and highly successful exploration and development team
Growth through extensive industry relationships
Renaissance Uranium is led by an accomplished team, with extensive experience identifying, developing and managing uranium deposits in Australia. The team's recent accomplishments include roles in:
The team's successful track record, including managing Heathgate Resources and leading the discovery and development of Four Mile, has resulted in extensive relationships with uranium industry participants, as well as the regulators who oversee it.
• Managing Heathgate Resources, the operator of the Beverley uranium mine (one of 3 operating uranium mines in Australia); • Discovering and developing the Four Mile uranium deposit (one of the most significant uranium discoveries in the last 25 years);
Renaissance Uranium will consider value adding portfolio opportunities that result from these relationships as they arise.
• Recently discovering and developing the Pepegoona and Pannikan uranium deposits in a tenement adjacent to the Beverley mine; and • Discovering other major mineral deposits, including Carrapateena, Century, Osborne, Kalkaroo and extensions to Fosterville. From extensive local experience, Renaissance Uranium's highly successful team has developed a unique knowledge base of mineralising systems in key uranium provinces in Australia, and, in particular, within the areas where Renaissance Uranium's projects are located: the Curnamona Province and Olympic Dam area of South Australia and the Arunta Province of the Northern Territory.
Important Information This Prospectus seeks to raise $8.0 million by offering for subscription 40,000,000 New Shares at a price of $0.20 per Share, payable in full on application. This Prospectus is dated 9 November 2010 and was lodged with the ASIC on that date. Neither the ASIC nor ASX takes any responsibility for the contents of this Prospectus. The fact that ASX may admit the entity to its official list is not to be taken in any way as an indication of the merits of the Company. The Company will apply to ASX for listing and quotation of the Shares on ASX within 7 days after the date of the Prospectus. No Shares will be allotted or issued on the basis of this Prospectus later than 13 months after the date of this Prospectus. This Prospectus does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer. No action has been taken to register or qualify the Shares or the Offer, or to otherwise permit a public offering of Shares, in any jurisdiction outside Australia and New Zealand. The distribution of this Prospectus in jurisdictions outside Australia and New Zealand may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. Applications can only be made by completing the Application Form in full, in accordance with instructions contained on the reverse of the Application Form.
Exposure period In accordance with Chapter 6D of the Corporations Act, this Prospectus is subject to an Exposure Period of 7 days from the date of lodgement of the Prospectus with the ASIC on 9 November 2010. The 7 day Exposure Period may be extended by the ASIC by a further period of up to 7 days. The purpose of providing an Exposure Period is to enable examination of this Prospectus by market participants prior to the raising of funds. The Company is prohibited from accepting Applications during the Exposure Period. Applications received during the Exposure Period will receive no priority and will not be processed until after the Exposure Period, when they will be treated as having been received simultaneously on the Opening Date. A paper copy of this Prospectus will be made available upon request during the Exposure Period. The Prospectus (without the Application Form) may also be viewed online at www.renaissanceuranium.com.au during the Exposure Period. Alternatively, the Prospectus may be obtained by contacting any of the Underwriters. After the Exposure Period, the Prospectus with an accompanying Application Form may be viewed online.
The Offer constituted by this Prospectus in electronic form is only available to persons receiving an electronic version of this Prospectus in Australia and New Zealand. Persons who receive a copy of this Prospectus in electronic form are entitled to obtain a paper copy of the Prospectus which will be provided free of charge upon request by contacting the Company on +61 8 8363 1589 or by email at [email protected] Applications for Shares under the Offer may only be made on the Application Form attached to or accompanying this Prospectus in its paper copy form, or as downloaded in its entirety from the Company's website at www.renaissanceuranium.com.au. The Corporations Act prohibits any person from passing on to another person the Application Form unless it is attached to or accompanies a hard copy of this Prospectus or the complete and unaltered electronic version of this Prospectus.
How to use this Prospectus This Prospectus provides information for investors who wish to invest in Renaissance Uranium. It should be read in its entirety in order to make an informed assessment of the assets and liabilities, financial position and performance, profits and losses and prospects of Renaissance Uranium and the rights and liabilities attaching to the Shares. The Company is at an early stage of its development. Accordingly there are significant risks associated with investing in the Company. Potential investors should take these factors into account and consider whether this is an appropriate investment in view of their personal circumstances. If in doubt investors should seek advice from their professional adviser before deciding whether to invest. There is no guarantee that the Shares offered or issued under this Prospectus will make a return on capital investment, that dividends will be paid on the Shares, or that there will be any increase in the value of the Shares in the future. The Shares offered under this Prospectus should be considered speculative.
Forward-looking statements Certain statements in this Prospectus constitute forward looking statements. Investors should note that these statements are inherently subject to uncertainties in that they may be affected by a variety of known and unknown risks, variables and other factors which could cause actual values or results, performance or achievements to
differ materially from anticipated results, implied values, performance or achievements expressed, projected or implied in the statements. These risks, variables and factors include, but are not limited to, the matters described in Section 8. Renaissance Uranium gives no assurance that the anticipated results, performance or achievements expressed or implied in those forward-looking statements will be achieved.
Disclaimer The Offer does not take into account the investment objectives, financial situation and particular needs of investors. It is important that investors read this Prospectus in its entirety before deciding to invest in the Company and, in particular, in considering the prospects for the Company, that they consider the risk factors that could affect the performance of the Company. Investors should carefully consider these factors in the light of their personal circumstances (including financial and taxation issues) and seek professional guidance from their broker, solicitor, professional adviser or accountant before deciding whether to invest. Some risk factors that investors should consider are outlined in Section 8. No person is authorised to give any information or to make any representation in connection with the Offer and issue of the Shares described in this Prospectus, which is not contained in this Prospectus. Any information or representation not so contained may not be relied upon as having been authorised by the Company in connection with the Offer. Neither the Company nor any of its Directors or any other party associated with the preparation of this Prospectus guarantee that any specific objective of the Company will be achieved or that any particular performance of the Company or of its Shares, including those offered by this Prospectus, will be achieved.
Privacy The privacy obligations and policy relating to this Prospectus are contained in the privacy disclosure statement in Section 10.
Photographs Photographs used in this Prospectus are for illustration purposes only and should not be interpreted to mean that any person shown in the photographs endorses the Prospectus or its contents unless stated otherwise. Similarly, any assets depicted in the photographs, such as transportation, vehicles, equipment, buildings or other property are not necessarily assets that are owned or used by the Company and have been included for presentation and illustrative purposes unless stated otherwise.
Financial amounts Financial amounts expressed in this Prospectus are in Australian dollars unless otherwise indicated.
Glossary Certain words and terms used in this Prospectus have defined meanings which appear in Section 11. A glossary of technical terms used in this Prospectus also appears in Section 6.
Competent person statement The information in the Independent Geologist's Report in Section 5 of this Prospectus that relates to exploration results and exploration targets in respect of the Tenements is based on information compiled by Mr David Tonkin who is a Member of the Australasian Institute of Geoscientists (AIG) and Geological Society of Australia (GSA). Mr David Tonkin is the principal consultant working for David Tonkin & Associates. Mr David Tonkin has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as an Independent Individual Expert as defined in the Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports (The VALMIN Code, 2005 Edition) and a Competent Person as defined in the 2004 Edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves'. Mr David Tonkin has consented in writing to the inclusion in this Prospectus of the matters based on the information in the form and context it appears. The information in this Prospectus that relates to exploration results and exploration targets and other technical information, other than to the extent contained in the Independent Geologist's Report in Section 5 of this Prospectus, is based on information compiled by Mr Chris Anderson who is a Fellow of the Australasian Institute of Mining and Metallurgy. Mr Anderson is the principal consultant working for C.G Anderson and Associates. Mr Anderson has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves'. Mr Anderson has consented in writing to the inclusion in this Prospectus of the matters based on the information in the form and context it appears.
Exploration targets All statements as to exploration targets of Renaissance Uranium and statements as to potential quantity and grade made in this Prospectus are conceptual in nature. There has been insufficient exploration undertaken to date to define a uranium resource and it is uncertain if further exploration will result in the determination of a uranium resource.
Important Information for New Zealand Investors This offer to New Zealand investors is a regulated offer made under Australian and New Zealand law. In Australia, this is Chapter 8 of the Corporations Act 2001 and Regulations. In New Zealand, this is Part 5 of the Securities Act 1978 and the Securities (Mutual Recognition of Securities Offerings— Australia) Regulations 2008. This offer and the content of the offer document are principally governed by Australian rather than New Zealand law. In the main, the Corporations Act 2001 and Regulations (Australia) set out how the offer must be made. There are differences in how securities are regulated under Australian law. For example, the disclosure of fees for collective investment schemes is different under the Australian regime. The rights, remedies, and compensation arrangements available to New Zealand investors in Australian securities may differ from the rights, remedies, and compensation arrangements for New Zealand securities. Both the Australian and New Zealand securities regulators have enforcement responsibilities in relation to this offer. If you need to make a complaint about this offer, please
contact the Securities Commission, Wellington, New Zealand. The Australian and New Zealand regulators will work together to settle your complaint. The taxation treatment of Australian securities is not the same as for New Zealand securities. If you are uncertain about whether this investment is appropriate for you, you should seek the advice of an appropriately qualified financial adviser. The offer may involve a currency exchange risk. The currency for the securities is not New Zealand dollars. The value of the securities will go up or down according to changes in the exchange rate between that currency and New Zealand dollars. These changes may be significant. If you expect the securities to pay any amounts in a currency that is not New Zealand dollars, you may incur significant fees in having the funds credited to a bank account in New Zealand in New Zealand dollars. If the securities are able to be traded on a securities market and you wish to trade the securities through that market, you will have to make arrangements for a participant in that market to sell the securities on your behalf. If the securities market does not operate in New Zealand, the way in which the market operates, the regulation of participants in that market, and the information available to you about the securities and trading may differ from securities markets that operate in New Zealand.
China, as well as Russia and India, lead a growing number of countries turning increasingly toward new reliable nuclear base-load generation capacity 6
Letter from the Chairman Dear Investor On behalf of the board of Directors, I am pleased to invite you to become a shareholder in Renaissance Uranium. The Directors believe that the time is right to embark upon an aggressive uranium exploration program to capitalise on uranium's future as a clean, safe and cost competitive fuel source.
• Increasing demand. Driving increasing demand for uranium are 58 new nuclear power reactors currently under construction, an additional 152 planned and a further 337 proposed by 2030. China, as well as Russia and India, lead a growing number of countries turning increasingly toward new reliable nuclear base-load generation capacity.
Renaissance Uranium's initial focus is on prime uranium regions in South Australia and the Northern Territory, where it has acquired 8 prospective projects in key uranium provinces which cover a total area of approximately 14,600 km2. These provinces have existing uranium mineralisation or enriched uranium source rocks that Renaissance Uranium believes are prospective for sizeable deposits of uranium.
• Social acceptance of nuclear power. Social acceptance of nuclear power generation has and continues to change as the need for reliable power generation at a politically acceptable price becomes manifest. Power generation safety concerns are much diminished in modern reactor design, and whilst there is still some way to go, the debate is becoming more open-minded and the moratoria of recent decades are falling away.
In the last 18 months, the Company has assembled an executive team, under the leadership of our Managing Director, David Christensen, which we believe has the experience, integrity and judgment to deliver results and grow shareholder value. David and the executive team have already demonstrated their expertise, managing Heathgate Resources, the operator of the Beverley uranium mine (1 of 3 operating uranium mines in Australia), as well as leading the discovery and development of the Four Mile uranium deposit (one of the most significant uranium discoveries in the last 25 years).
• Carbon emissions. As we move towards greater global recognition of the need to set a carbon pollution price, this will ultimately lead to higher wholesale and retail electricity prices, which the Board believes will increase the competitiveness of nuclear generation. There is also evidence that the contribution from renewable energy sources, though valuable, may continue to require taxpayer support and moreover, is unlikely to keep pace with the demands of existing and new energy intensive economies.
While the Directors recognise the risks of mineral exploration activity, we see directional trends in the uranium market which give the Company sufficient confidence to begin an ambitious program at this time. These trends include: • Changing supply fundamentals. Fuel supply requirements for nuclear power generation have been met for some years now not solely from uranium production, but via secondary sources, including recycling spent fuel rods and tailings, utilising government-owned inventories and, in particular, the down-blending of enriched uranium under an agreement between Russia and the United States. With the expiration of this agreement in 2013, the supply of approximately 9,000 tonnes of uranium oxide may be disrupted. It is clear that continuing reliance on recycling, inventory drawing and other secondary sources at current levels is impractical. In addition, the impacts of recent limited exploration and development activity suggest new supply sources may not come on line at costs that are competitive with historical uranium operations. Accordingly, Renaissance Uranium believes these changing supply fundamentals suggest increased long-term uranium pricing.
These directional trends, as well as the strength of our management team, give us sufficient confidence to recommend an investment in Renaissance Uranium. Renaissance Uranium is seeking to raise $8.0 million pursuant to the terms of this Prospectus, by offering 40 million New Shares at the issue price of $0.20 per New Share. The funds raised will be used for exploration and drilling of the Company's projects as well as assessment of new opportunities that may arise. The Offer is fully underwritten by Bizzell Capital Partners Pty Ltd, RBS Morgans Corporate Limited and Wilson HTM Corporate Finance Ltd. Please read this Prospectus carefully and I look forward to welcoming you as a Shareholder in Renaissance Uranium. Yours faithfully, David Macfarlane Chairman
Sturt's Desert Pea in the Curnamona Province of South Australia
Section 1 Details of the Offer 1.1 The Offer
Allotment of New Shares ....................... 9 December 2010
Renaissance Uranium is making an offer under this Prospectus of 40,000,000 New Shares for subscription at an issue price of $0.20 per Share payable in full on application to raise $8.0 million. The New Shares offered under this Prospectus will be issued as fully paid Shares and, when issued, will rank equally in all respects with the existing Shares. The Offer is fully underwritten by Bizzell Capital Partners Pty Ltd, RBS Morgans Corporate Limited and Wilson HTM Corporate Finance Limited (for further details refer to Section 9.1 of this Prospectus).
1.2 Key Terms Offer Price per New Share......................................... $0.20 New Shares available under the Offer............... 40,000,000 Shares on issue prior to the Offer1.................... 72,500,000
Despatch of holding statements............. 9 December 2010 Anticipated date of trading of Shares listed for quotation on ASX........ 15 December 2010 These dates are indicative only. The Company reserves the right to vary the Closing Date of the Offer or any other dates set out in the Prospectus, which may have a consequential effect on other dates. As such, the date the Shares are expected to commence trading on ASX may vary with any change in the Closing Date.
1.4 Structure of the Offer The Offer will be a Broker Firm Offer to Australian and New Zealand residents.
Options on issue3............................................. 13,550,000
The Offer opens at 9.00am (AEST) on 17 November 2010 and closes at 5.00pm (AEST) on 3 December 2010. Renaissance Uranium, in conjunction with the Underwriters, reserves the right to vary the Closing Date without notice.
Capitalisation of Shares at the Offer Price4.......$22.7 million
No brokerage is payable by the Applicants under the Offer.
Pro forma net cash ...........................................$9.5 million
The Offer is only open to Broker Firm Applicants. Applicants who have been offered a firm allocation by their Broker will be treated as Broker Firm Applicants in respect of that allocation.
Total issued Shares on completion of the Offer1, 2.................................................. 113,250,000
Enterprise value at the Offer Price ...................$13.1 million 6
Notes: 1. Some of the existing Shares and Hiltaba Shares may be classified as restricted securities (see Section 1.16). 2. Assumes 750,000 Hiltaba Shares have been issued, but excludes the balance 750,000 Hiltaba Shares which may be issued in the future (see Sections 1.7 and 9.2). 3. Details of the Options on issue and to be issued are set out in Section 10.5. Assumes 2,000,000 Options have been issued to the Underwriters, 750,000 Hiltaba Options have been issued, but excludes 750,000 Hiltaba Options which may be issued in the future (see Sections 1.7, 9.2 and 10.5). 4. Based on the Offer Price and the total number of Shares on completion of the Offer. 5. See Independent Accountant's Report in Section 7 of the Prospectus. 6. Based on the Capitalisation of Shares at the Offer Price (see note 4) less Pro forma cash on hand (see note 5).
1.3 Key Dates Opening Date....................................... 17 November 2010 Closing Date........................................... 3 December 2010
1.5 Application and Payment for Shares Applications for Shares can only be made by completing and lodging a paper copy of an Application Form. An Application Form may only be distributed attached to a complete and unaltered copy of this Prospectus. The Application Form included with this Prospectus contains a declaration that the investor has personally received the complete and unaltered Prospectus prior to completing the Application Form. Renaissance Uranium will not accept a completed Application Form if it has reason to believe that the Applicant has not received a complete paper or electronic copy of this Prospectus or if it has reason to believe that the Application Form or electronic copy of the Prospectus has been altered or tampered with in any way.
While Renaissance Uranium believes that it is extremely unlikely that during the period of the Offer the electronic version of the Prospectus will be tampered with or altered in any way, the Company cannot give any absolute assurance that this will not occur. Any investor in doubt concerning the validity or integrity of an electronic copy of the Prospectus should immediately request a paper copy of the Prospectus directly or from Renaissance Uranium or the Share Registry. Additional copies of the Prospectus from the Renaissance Uranium www.renaissanceuranium.com.au.
are available website at
Broker Firm Applicants should complete and lodge the Application Form, together with payment of the Application Monies, in accordance with the instructions on the guide to the Application Form or of the broker from whom the firm allocation of Shares under the Offer was received. Applications under the Offer must be for a minimum of 10,000 Shares ($2,000) and thereafter in multiples of 2,500 Shares ($500). Unless directed otherwise, Broker Firm Applicants should submit their application forms to the broker from whom they received a firm allocation and should not send their Application Forms to the Share Registry. Application Forms should be lodged in accordance with that broker's directions as soon as possible after the Opening Date, as the Directors, in consultation with the Underwriters, may elect to close the Offer early. If you elect to participate in the Offer, your broker may act as your agent in submitting your Application Form and in depositing your Application Monies into the designated account for Application Monies. If so, your broker is responsible for ensuring the availability of funds, and the Joint Lead Managers, Renaissance Uranium and the Share Registry take no responsibility for any acts or omissions by your broker in connection with your Application, Application Form and Application Monies. If your Broker does not act as your agent in submitting your Application Form and in depositing your Application Monies into the designated account for Application Monies, your Application Form must be accompanied by a cheque or money order in Australian dollars for the value of the New Shares applied for. Cheques or money orders should be drawn up in accordance with the instructions provided on the Application Form. Cheques should be crossed 'Not Negotiable'. Lodgement of an Application Form constitutes an irrevocable offer by you to subscribe for New Shares on the terms and conditions as contained in the Offer and made in accordance with the provisions of the guidelines to the Application Form. If you have any enquiries about the Offer, you should contact your broker or the Share Registry on +61 2 8280 7454. An Application for Shares under the Offer may be accepted in full for any lesser number, or rejected by the Company in consultation with the Underwriters. If any Application is rejected, in whole or in part, the relevant Application money will be repaid without interest.
1.6 Allocation Policy Any Shares which have been allocated to a broker for allocation to their Australian or New Zealand resident investors will be issued to Broker Firm Applicants nominated by the broker. It will be a matter for the broker as to how they allocate firm stock among their investors, and they (and not Renaissance Uranium or the Joint Lead Managers) will be responsible for ensuring that retail investors who have received a firm allocation from them receive the relevant Shares. Broker Firm Applicants will be able to confirm their firm allocations through their broker. However, Applicants in the Offer who sell Shares before receiving an initial transaction confirmation statement do so at their own risk, even if they have obtained details of their holding from their broker.
1.7 Capital Structure Post Offer Upon completion of the Offer and allotment of New Shares pursuant to this Prospectus, Renaissance Uranium's share capital will be as follows: Table 1.1: Share Capital structure following IPO Holder
Number of Shares
Preliminary Shares Seed Shares1 Hiltaba Shares
New Shares Total
Note 1. These securities may be subject to ASX escrow conditions governing their resale (see Section 1.16). 2. As at the date of this Prospectus none of the Hiltaba Shares have been issued, however, Renaissance Uranium anticipates that 750,000 Hiltaba Shares will be issued within the near future, either before or shortly after listing of Renaissance Uranium on ASX, as the issue of these Shares is only conditional upon ministerial approval of the Joint Venture Agreement. 3. This total excludes: a. 10,800,000 Senior Management and Director Options on issue and a further 2,000,000 Options to be issued to the Underwriters (details of which are set out in Section 1.13) and up to a further 1,500,000 Hiltaba Options which may be issued pursuant to the Joint Venture Agreement, details of which are set out in Section 9.2. All Options have an exercise price of $0.24 each. Investors are referred to Section 10.5 for details of those Options and a summary of the terms and conditions of those Options which will be unquoted Options following Renaissance Uranium's listing on ASX. b. 750,000 Hiltaba Shares which will be issued under the Joint Venture Agreement if Renaissance Uranium issues an election notice to continue sole funding exploration and have a right to earn a participating interest in the joint venture (further details of which are set out in Section 9.2). As Renaissance Uranium has almost 18 months to make this determination and the issue of these Shares is therefore at the election of Renaissance Uranium, the balance 750,000 Hiltaba Shares have not been included in the issued share capital table above.
1.8 Purpose of the Offer and Planned Expenditure The purpose of the Offer is to raise funds to: • Explore Renaissance Uranium's mineral interests as described in this Prospectus;
initial holding statements dispatched to holders as soon as possible after issue of the New Shares. If the full $8.0 million subscription is not reached within 3 months after the date of this Prospectus, the Directors will not allot any New Shares and Renaissance Uranium will within 7 days thereafter repay all Application money received, without interest.
1.10 ASX Listing of Shares
• Assess new projects and opportunities; • Pay the expenses of the Offer; • Meet the ongoing administration costs of Renaissance Uranium; and • Provide additional working capital. The Directors are satisfied that upon completion of the Offer, Renaissance Uranium will have sufficient funds to meet its stated objectives for a period of 2 years. The Company is seeking to raise $8.0 million pursuant to this Offer. Including funds held at the date of this Prospectus, Renaissance Uranium's total funds on completion of the Offer are intended to be applied as follows: Table 1.2: Use of funds ($ millions) Year 1
Exploration and drilling expenses
Corporate, finance and administration
Expenses of the Offer
However, in the event that circumstances change or other better opportunities arise the Directors reserve the right to vary the proposed uses to maximise the benefit to Shareholders.
1.9 Allotment Allotment of the New Shares offered by this Prospectus will take place as soon as practicable after the Closing Date of the Offer. Application Monies will be held in a subscription account until allotment. This account will be established and kept by Renaissance Uranium in trust for each Applicant. Any interest earned on the Application Monies will be for the benefit of Renaissance Uranium and will be retained by Renaissance Uranium irrespective of whether allotment takes place. Where the number of New Shares allotted is less than the number applied for, the surplus money will be returned by cheque within 30 days of the Closing Date for Applications. Where no allotment is made, the amount tendered on Application will be returned in full by cheque within 30 days of the Closing Date for Applications. Interest will not be paid on money refunded. The New Shares will be allotted and
Application will be made within 7 days of the date of this Prospectus to ASX for the Shares issued pursuant to this Prospectus, as well as all other existing issued Shares in Renaissance Uranium, to be granted Official Quotation by ASX. The fact that ASX may admit Renaissance Uranium to its Official List is not to be taken in any way as an indication of the merits of Renaissance Uranium or of the Shares now offered for subscription. Official Quotation, if granted, of the Shares offered or issued by this Prospectus will commence as soon as practicable after the issue of holding statements to allottees. ASX takes no responsibility for the contents of this Prospectus, including the experts' reports which it contains. In the event that ASX does not grant permission for the Official Quotation of the Shares within 3 months after the date of issue of this Prospectus, none of the Shares offered by this Prospectus will be allotted or issued unless the ASIC grants Renaissance Uranium an exemption permitting the allotment or issue. If no allotment or issue is made, all money paid on Application for the Shares under the Offer will be refunded without interest within the time period set out under the Corporations Act.
1.11 Dividend policy It is the present intention of the Directors to apply surplus cash flow to fund the exploration of Renaissance Uranium's project portfolio and any resultant development or production and generate new opportunities, rather than distributing this money in the form of dividends. It is the Directors' intention to review this policy from time to time and commence the payment of a regular dividend once Renaissance Uranium is able to generate a substantial and sustainable level of cash flow, after allowing for capital expenditure and other commitments. The Directors can give no assurance as to the amount, timing, franking or payment of any future dividends by Renaissance Uranium. The capacity to pay dividends will depend on a number of factors including future earnings, capital expenditure requirements and the financial position of Renaissance Uranium.
1.12 CHESS and issuer sponsored register The Company will apply to be admitted to participate in CHESS, in accordance with the Listing Rules and the ASTC Settlement Rules. On admission to CHESS, Renaissance
Uranium will operate an electronic issuer-sponsored subregister and an electronic CHESS sub-register. The 2 subregisters together will make up Renaissance Uranium's principal register of Shares. The Company will not issue certificates to Shareholders. Shareholders who elect to hold Shares on the issuer sponsored sub-register will be provided with a holding statement (similar to a bank account statement), which sets out the number of Shares allotted to the Shareholder under this Prospectus. For Shareholders who elect to hold Shares on the CHESS sub-register, Renaissance Uranium will issue an advice that sets out the number of Shares allotted to the Shareholder under this Prospectus. At the end of the month of allotment, CHESS (acting on behalf of Renaissance Uranium) will provide Shareholders with a holding statement that confirms the number of Shares held. A holding statement (whether issued by CHESS or Renaissance Uranium) will also provide details of a Shareholder's Holder Identification Number in the case of a holding on the CHESS sub-register or Shareholder Reference Number in the case of a holding on the issuersponsored sub-register. Following distribution of these initial holding statements to all Shareholders, a holding statement will also be provided to each Shareholder at the end of any subsequent month during which the balance of that Shareholder's holding of Shares changes.
1.13 Underwriting The Offer is fully underwritten by Bizzell Capital Partners Pty Ltd (an entity associated with Stephen Bizzell, a Director of Renaissance Uranium), RBS Morgans Corporate Limited and Wilson HTM Corporate Finance Limited. The Company will pay the Underwriters a cash fee equal to 5% of the Underwritten Amount. The Underwriters may pay, out of their fee, fees to sub-underwriters, brokers or managers at their discretion. The Company is also required to issue to the Underwriters 2,000,000 Options, exercisable at $0.24 and expiring on 31 December 2014 (1,000,000 of which will be issued to Bizzell Capital Partners Pty Ltd). These Options will be unlisted. For full terms and conditions of these Options, see Section 10.5. Stephen Bizzell and his associated entities have an interest in 8,041,666 Shares as at the date of this Prospectus. If Bizzell Capital Partners Pty Ltd was required to subscribe for all of the Shares which it has agreed to underwrite, upon completion of the Offer Stephen Bizzell and his associated entities would have an interest in 18,041,666 Shares, representing 15.93% of the Shares on issue in Renaissance Uranium after completion of the Offer. In addition, Stephen Bizzell and his associates have an interest in 1,800,000 Options (further details of which are set out in Section 10.4) and as part of the fee payable pursuant to the Underwriting Agreements, Bizzell Capital Partners Pty Ltd will be further issued with 1,000,000 Options as referred to above. Details of the Underwriting Agreements are set out in Section 9.1.
1.14 Restrictions on the Distribution of this Prospectus The distribution of this Prospectus outside of Australia and New Zealand may be restricted by law. No action has been taken to register or qualify the Shares or the Offer, or otherwise to permit a public offering of the Shares, in any jurisdiction outside Australia. This Prospectus is not intended to, and does not, constitute an offer of securities in any place which, or to any person to whom, the making of such offer would not be lawful under the laws of any jurisdiction outside Australia and New Zealand. Applicants resident in countries outside Australia and New Zealand should consult their professional advisers as to whether any governmental or other consents are required, or other formalities need to be observed to enable them to apply for Shares. The failure to comply with any applicable restrictions may constitute a violation of securities law in those jurisdictions.
1.15 Electronic Prospectus The Offer constituted by this Prospectus in electronic form is available only to persons receiving this Prospectus within Australia or New Zealand. Persons who receive a copy of this Prospectus in electronic form at: www.renaissanceuranium.com.au are entitled to obtain a paper copy of the Prospectus (including any relevant accompanying Application Form) free of charge, during the Offer period, by contacting Renaissance Uranium on +61 8 8363 1589 or by email at [email protected]
1.16 Restricted Securities ASX may, as a condition of granting Renaissance Uranium's application for Official Quotation of its Shares, classify certain Shares and Options of Renaissance Uranium as restricted securities. If so, prior to Official Quotation of Renaissance Uranium's Shares, the holders of the Shares and Options that are to be classified as restricted securities will be required to enter into appropriate restriction agreements with Renaissance Uranium.
1.17 Summary of Investment Risks Prior to making an investment decision with regard to the resource, mining and exploration industry, investors should carefully consider the risk factors, all of which may affect Renaissance Uranium and the industry in which it operates.
The business and exploration activities of Renaissance Uranium are subject to normal business risks and uncertainties and there may be many factors that could affect the future performance of Renaissance Uranium. Some of these risks and uncertainties may be mitigated by the use of safeguards, appropriate systems and contingencies. However, some risks may be outside the control of Renaissance Uranium and not able to be mitigated.
Additionally, there are also a number of risk factors that are specific to Renaissance Uranium. Details of the risk factors of which investors should be aware are described in more detail in Section 8 of this Prospectus. This section is intended as an introduction and not as a summary of this Prospectus. It should be read in conjunction with the remainder of this Prospectus.
Attractive market dynamics provide an opportune time to explore for uranium
Section 2 Company and Projects Summary 2.1 Company Overview Renaissance Uranium is an Australian based company focused on the discovery and development of long-term, economically viable uranium-producing assets. Members of the Board and management of Renaissance Uranium have extensive experience in the discovery, development and operation of uranium mines, including instrumental roles in the discovery of the Four Mile uranium deposit and the Carrapateena IOCGU deposit, as well as the operation of the Beverly mine, 1 of 3 operating uranium mines in Australia. Renaissance Uranium's objective is to capitalise on the previous uranium successes of the team and on uranium exploration opportunities in areas that display a combination of the following characteristics:
5 Exploration Licences and 18 Exploration Licence Applications, as detailed in Table 2.1. These tenements, which Renaissance Uranium selected based on their prospectivity for uranium, are located in key uranium provinces in South Australia and the Northern Territory and are grouped into 8 project areas, the location and key attributes of which are described in Figure 2.1 and Table 2.1.
2.2 Corporate Objectives
• Favourable uranium geology;
The objective of Renaissance Uranium is to create shareholder value through the discovery and development of uranium deposits, with an initial focus on prime uranium regions in South Australia and the Northern Territory.
• Limited or no modern uranium focused exploration;
To achieve this, Renaissance Uranium intends to:
• Supportive regulatory regimes; and
• Explore its prospective tenements using best practice standards;
• Other characteristics that Renaissance Uranium believes will make such regions prospective for the discovery and timely development of uranium projects. Renaissance Uranium and its subsidiary Kurilpa Uranium have acquired a substantial portfolio of prospective exploration tenements and tenement applications totalling approximately 14,600 km2. Together they currently hold, have applied for or have a right to earn an interest in 23 exploration properties, 12 located in South Australia and 11 in the Northern Territory. These properties comprise
• Selectively add to its portfolio of assets if additional complementary or high quality ground becomes available; • Utilise its high calibre team of experienced and successful uranium professionals; • Undertake project projects; and
• Ultimately produce and sell uranium.
2.3 Project details and locations Figure 2.1: Project locations
Gawler Craton desert area
figure 2.2: south australian projects
Table 2.1: Summary of project areas Area (km2)
Primary Targets
Pirie Basin (South Australia)
Sandstone hosted ISR
ELAs 72/09, 73/09 (100%), and EL 3978 West (earning 75%)1
Gawler Craton (South Australia)
IOCGU, shear hosted
Cutana (Olary)
EL 4394 (100%)
Curnamona (South Australia)
Shear and vein hosted
Outalpa (Olary)
Unconformity and copper-uranium
Gawler Range
ELAs 213/10, 214/10 (100%)
IOCGU, volcanic hosted
Marree
ELAs 169/10, 170/10, 245/10, 246/10 (100%)
Frome Basin (South Australia)
Sandstone hosted, copper-uranium
Ngalia Basin
EL 27519, ELAs 27517, 27518, 27520 (100%)
Ngalia Basin (Northern Territory)
Sandstone and shear hosted
Amadeus Basin
ELAs 28259, 28260, 28261, 28262, 28285, 28286, 28287 (100%)
Amadeus Basin (Northern Territory)
Sandstone hosted
Tenements and ownership
Pirie Basin
EL 4400 (100%), EL 3978 East (earning 75%)1
Eastern Eyre
Note 1. EL 3978 has a total land area of 840 km2 which is split 648 km2 and 192 km2 across the Pirie Basin and Eastern Eyre projects respectively.
figure 2.3: northern territory projects
2.4 Exploration Strategy The core exploration strategy of Renaissance Uranium is to identify and advance opportunities that meet 2 key criteria: • Focus on uranium-enriched areas. The Company's initial exploration focus is on areas with existing uranium mineralisation or strongly enriched uranium source rocks that Renaissance Uranium believes are prospective for sizeable deposits of uranium. • Identify key opportunities within uranium provinces. Renaissance Uranium is focused on tenements that offer uranium prospectivity by virtue not only of their location within a rich province, but also factors that relate specifically to the tenements, including:
The Renaissance Uranium team has a strong track record in undertaking efficient exploration programs and working within budgetary constraints to achieve exploration success. The Renaissance Uranium approach is to focus on projects where it believes it can minimise the initial exploration costs required to prove its exploration concept and thereafter prove up sizeable, economic uranium deposits. Renaissance Uranium has developed a detailed exploration program, with a 2 year work program for each of its projects (refer to Section 2.5). In each case, the work program is intended to verify the relevant exploration concept by identifying ore-grade uranium intercepts through targeted drilling. The Company's initial detailed exploration program has been designed to achieve this efficiently by utilising management's understanding of local uranium geology, modern reconnaissance techniques and cost-efficient drill programs.
-- The existence of exploration data or uraniumprospective geologic structures within or in the vicinity of the project area; -- The opportunity to apply previously untested exploration techniques and/or new geologic understandings; and -- A focus on tenements which have not been thoroughly explored for uranium mineralisation.
2.5 Exploration Budget Renaissance Uranium intends to fund its initial exploration activities from the proceeds of the IPO and has developed a comprehensive 2-year work program. Renaissance Uranium's management team has had recent success and experience managing uranium exploration programs in South Australia, the Northern Territory and elsewhere. The Company's exploration budget allows for efficient management of access, landowner, environment and cultural heritage interfaces.
Renaissance Uranium will assess new projects and joint venture opportunities as they arise, and funding may be reallocated on this basis. Renaissance Uranium expects drilling to commence prior to 30 June 2011, subject to obtaining all regulatory approvals. Renaissance Uranium anticipates that it will commence receiving preliminary drilling results within 2 months of drilling starting.
The proposed budget is subject to ongoing review and amendment dependent on exploration results, market conditions, the timing of tenement grants and other factors (including the risk factors outlined in Section 8).
The Directors consider that following completion of the IPO, Renaissance Uranium will have sufficient working capital to achieve its objectives set out in this Prospectus for a period of 2 years. The Directors intend to consider new acquisition opportunities that may enable Renaissance Uranium to add to its portfolio of assets if additional complementary or high quality ground becomes available. Depending on Renaissance Uranium's exploration success and any new opportunities pursued, Renaissance Uranium is likely to require further capital in the future to continue exploration and facilitate growth.
Table 2.2. Exploration and drilling expenditure by project ($ millions)
Table 2.3. Exploration and drilling expenditure by activity ($ millions)
A summary of the proposed exploration budget by project and exploration activity is provided in Tables 2.2 and 2.3 respectively.
Exploration support and tenement rent
Note: Numbers may not add due to rounding
2.6 Projects
pirie basin project
figure 2.5: Gamma log, immediately west of project area
Tenements EL 4400 (100%), EL 3978 East (earning 75%)
Area 734 km2
Targets Sandstone hosted ISR uranium
Figure 2.4: pirie basin Aeromagnetic image, showing interpreted extension of Hiltaba granites basin
Mullaquana ISR URANIUM PROJECT
HILTABA GRANITE
The Pirie Basin Project is made up of EL 4400 (Midgee) and a right to earn 75% in EL 3978 East, covering an area of 734 km2 on the western margin of the Tertiary Pirie Basin, 200 km north-west of Adelaide, on the eastern Eyre Peninsula. Renaissance Uranium holds a 100% interest in EL 4400 (Midgee). EL 3978 is held by Hiltaba Gold Pty Ltd (Hiltaba) and pursuant to the Joint Venture Agreement (details of which are set out in Section 9.2), Renaissance Uranium has a right to earn a 75% interest in EL 3978. Exploration in the Pirie Basin Project is focused on targeting Tertiary sandstone hosted uranium deposits that are amendable to ISR mining. Key characteristics of the Pirie Basin Project tenements include: • Confirmed presence of uranium. In 2009, a series of sandstone hosted uranium deposits within Eocene sands were discovered in the tenement immediately northeast of the project area at the Mullaquana deposits. Airborne electromagnetic data indicate likely continuation of the Mullaquana stratigraphy south-west into the project tenements. Prospectivity is further confirmed by exploration drilling which established the presence of elevated natural gamma radiation within the basin sediments west of the project area (refer to Figure 2.5). • Stratigraphy comparable to uranium-rich Frome Basin. The stratigraphy and other geological features of the Pirie Basin share several similarities to the uraniumrich Frome Embayment of South Australia, an area which includes several significant ISR-amenable deposits including Four Mile, Beverley and Honeymoon.
Highly magnetic rocks Non magnetic rocks
Interpreted boundary of Hiltaba Granite Renaissance Uranium tenement boundary Coastline
• Large areas of nearby uranium source rocks. The Pirie Basin overlies large areas of Hiltaba granites, which are known to have elevated uranium concentrations. Renaissance Uranium believes that these Hiltaba granites provide a likely source for the existing uranium mineralisation in the Pirie Basin. Aeromagnetic data (refer to Figure 2.4) supports the continuity of these source rocks southward into the project tenements. The proposed work program for the Pirie Basin Project will include the acquisition of detailed gravity data to better define the likely distribution of the target Pirie Basin sediments, to be followed by reconnaissance drilling to test for uranium distribution within the Eocene sands and underlying basement.
Figure 2.6: Pirie Basin Project – regional geology and location
eastern eyre project
The Eastern Eyre Project comprises 3 properties on the southern Gawler Craton, about 250 km north-west of Adelaide. Renaissance Uranium holds ELA 72/09 (Roopena) and ELA 73/09 (Iron Baron) (both of which are 100% owned by Renaissance Uranium), covering a combined area of 1,180 km2. The project also includes EL 3978 West covering approximately 192 km2 on the south-east margin of the Gawler Range Volcanic Domain. EL 3978 is held by Hiltaba and Renaissance Uranium has a right to earn a 75% interest in this tenement pursuant to the Joint Venture Agreement (details of which are set out in Section 9.2).
The focus of the Eastern Eyre Project is locating large IOCGU or shear hosted uranium deposits within the southern portion of the Olympic Dam IOCGU corridor.
Tenements ELAs 72/09 and 73/09 (100%), EL 3978 West (earning 75%)
IOCGU and shear hosted uranium
Figure 2.7: eastern eyre Aeromagnetic image, showing major structures SPENCER PROSPECT
673ppm U308
The Olympic Dam IOCGU corridor is a well-defined, richly endowed region hosting large areas of Hiltaba granites and related Gawler Range volcanics, which are associated with the IOCGU deposits at Olympic Dam, Carrapateena and Prominent Hill. The project tenements, located at the southern end of the corridor, display several characteristics that confirm their uranium prospectivity, including: • Mineralised shear zones within project area. The Roopena Fault and Kalinjala Mylonite structures, which extend through the project areas, offer potential sites for uranium sourced from the Hiltaba granites to the north (refer to Figure 2.7). Previous exploration drilling within Renaissance Uranium's tenements has detected ore grade uranium (673 ppm U3O8) from an exploration drill-hole in the project area within the Roopena Fault, confirming the existence of uranium in the target structure and offering immediate drill targets for further exploration. • IOCGU potential extends throughout tenements. Historical exploration has confirmed that IOCGU style alteration is present in the north of the area at the Spencer prospect. Historical copper production from the Murninnie area to the south of the tenements shows evidence of a number of the characteristics associated with IOCGU style deposits, suggesting that the target structures may be prospective for further development of this mineralisation style. • Shallow cover. In contrast to areas in the northern portion of the Olympic Dam corridor, the project tenements fall within a region of shallow depth-tobasement (0–50 m), offering low cost and efficient geochemical sampling and drilling.
Highly magnetic rocks
Interpreted fault Renaissance Uranium tenement boundary
Non magnetic rocks
The proposed initial work program will include surface geochemistry in sub-cropping areas, and shallow aircore or rotary air blast drilling for basement geochemical information in areas of deeper cover. The initial program will focus along the areas already defined by mineralised faults and shear zones, as well as other structural targets and anomalies defined from the analysis of detailed geophysical data. Defined geochemical targets will be tested with deeper reverse circulation and core drilling.
Figure 2.8: Eastern Eyre Project – regional geology and location
cutana project
Location Southern Curnamona Province (South Australia)
Tenements
style deposits, as extensions of the uranium mineralised felsic basement of Radium Hill and Crocker Well, as well as younger Mt Gee-style breccia/shear hosted uranium deposits associated with Palaeozoic Delamerian and Alice Springs fault reactivation. The project tenement is located in the southern portion of the Frome Basin and is proximate to areas of extensive sub-crop of known uraniferous granite source rocks of the Curnamona Province. The Radium Hill uranium mine and the Crocker Well uranium project are hosted within the basement granites and associated meta-sedimentary rocks. Key exploration features include:
Targets Shear and vein hosted uranium The Cutana Project (EL 4394) covers an area of 282 km2 in the Olary region, about 350 km north-east of Adelaide. Important mineral deposits in this area include the historic Radium Hill uranium mine and the recently commissioned White Dam gold mine. The exploration program for the Cutana Project is targeting basement shear and vein hosted
Figure 2.9: cutana Aeromagnetic image, showing areas of anomalous radiometric response
• Immediate drill targets from radiometric and magnetic surveys. Airborne geophysical surveys on the project tenements have identified uranium radiometric anomalies. These anomalies suggest the presence of elevated uranium within sub-cropping basement lithologies (refer to Figure 2.9). Renaissance Uranium believes that radiometric and magnetic features constitute immediate drilling targets. • High mineralisation tenor. The success of uranium exploration in parts of the district where outcrop levels are more common (Radium Hill and Crocker Well areas) indicates to Renaissance Uranium that the province is highly mineralised. Renaissance Uranium's interpretation of geophysical surveys over the remainder of the province, where outcrop levels are low, has outlined a number of potential controls on mineralisation that highlight exploration targets under shallow cover. The Company believes that the region's extensive mineralisation is largely controlled by basement structures which can be traced under shallow cover through the Cutana project tenements. • Low cost exploration. The Cutana tenements are within the area in which Geoscience Australia is currently conducting a regional airborne electromagnetic survey. Renaissance Uranium expects to use the results from this survey to further define targets and accelerate its work program. Moreover, because the project tenements are located within an area of relatively shallow cover, Renaissance Uranium expects to benefit from low cost, efficient geochemical sampling and drilling (relative to other areas in the region, where depth-to-basement is greater).
RADIUM HILL
Interpreted position for high uranium content rocks from radiometric data
Renaissance Uranium tenement boundary
The work program for the Cutana Project will involve early drill tests of existing targets and further identification of anomalous areas through analysis of high-resolution magnetic and radiometric data, as well as examination of the Geoscience Australia electromagnetic data. Renaissance Uranium also expects to complete detailed structural interpretation and reconnaissance geochemical coverage to evaluate anomalous areas prior to drill testing for concealed deposits.
Figure 2.10: Cutana Project – regional geology and location
outalpa project
The principal focus for the Outalpa Project is uranium mineralisation associated with a major Proterozoic unconformity overlying uranium enriched basement rocks in the southern Curnamona Province. The project area is in a geological region of rich uranium endowment, with several known occurrences of uranium mineralisation, including the Crocker Well vein hosted uranium deposit to the immediate north of the project area.
Southern Curnamona Province (South Australia)
Tenements EL 4399 (100%)
Several features of the project area suggest its prospectivity for unconformity style uranium deposits, including:
Targets Unconformity-style and copper-uranium The Outalpa Project (EL 4399) covers an area of 287 km2 in the Olary region, about 350 km north-east of Adelaide. Important mineral deposits in this area include the Radium Hill uranium mine and the recently commissioned White Dam gold mine. figure 2.11: OUTALPA RADIOMETRIC IMAGE
• Major unconformity surface. The project area geology includes the major unconformity between Mesoproterozoic basement granites and metamorphics and Neoproterozoic sedimentary rocks. This unconformity represents an extensive juxtaposition of a thick sequence of predominantly marine sedimentary rocks overlying crystalline basement rocks that are known to host uranium mineralisation. The unconformity surface has excellent potential to act as a regional redox boundary for uranium rich hydrothermal fluids activated by periods of deformation, leading to ore grade uranium deposition. • Widespread hydrothermal activity. Hydrothermal activity is widespread within the region and the project tenements, as evidenced by the extensive and intense albite alteration. This albitisation is generally associated with magnetite and copper-gold mineralisation at sub-redox boundary zones (refer to Figure 2.12). Renaissance Uranium believes that these local magnetic anomalies near the unconformity position constitute valid exploration targets. • Immediate drill targets. Interpretation by Renaissance Uranium of existing aeromagnetic and radiometric geophysical surveys on the project area have identified untested anomalies, offering immediate drill targets (refer to Figure 2.11). • Low cost exploration. The project tenements are located within an area of relatively shallow cover, offering low cost, efficient geochemical sampling and drilling. Further, the project area is also included within the broad-spaced electromagnetic survey being conducted by Geoscience Australia. The shallow level of cover in the project area is likely to improve the effective depth of investigation of the survey, offering improved electromagnetic data upon which to identify drill targets.
High radiation
Low radiation
The proposed work program for the Outalpa Project will include reviewing the Geoscience Australia electromagnetic data, as well as systematic soil sampling with multi-element geochemical analysis to provide comparative data across a range of magnetic and radiometric anomalies. The Company plans to conduct ground magnetic and gravity surveys to assist with target definition, to be followed by reverse circulation drill testing of primary targets.
Figure 2.12: outalpa Project – regional geology and location
gawler range projects
The Gawler Range Projects comprise 2 properties on the Gawler Craton, south-west of the Olympic Dam IOCGU deposit and adjacent to the western shore of Lake Gairdner, 400–500 km north-west of Adelaide. The projects cover a combined area of 1,275 km2 in the western part of the Mesoproterozoic Gawler Range Volcanics Domain.
Central Gawler Craton (South Australia)
Tenements ELAs 213/10 and 214/10 (100%)
The Gawler Range Projects consist of 2 projects, Gairdner and Tanners Dam. Both projects target the same host rock succession of Mesoproterozoic Gawler Range Volcanics and co-magmatic Hiltaba intrusions. The Gairdner Project specifically targets Carrapateena/Prominent Hill-style IOCGU deposits. The focus at Tanners Dam is volcanic hosted uranium associated with high-level Hiltaba granite intruded into the base of a massive felsic lava pile.
Area 1,275 km2
Targets IOCGU and volcanic hosted uranium
Key exploration features include: • Project tenements coincident with major structural corridor. Both the Gairdner and Tanners Dam Projects are located coincident with a major north west to south east crustal terrain boundary, a critical tectonic element in the location of Olympic Dam. Figure 2.13: Gawler Range Aeromagnetic image
• High mineralisation potential. Within the project areas, geochemical data indicates anomalous values of fluorine, molybdenum, arsenic and uranium typical of the global magmatic uranium-fluorine-lithophile element association. • Elevated levels of magnetic intensity. Aeromagnetic data in the Gairdner project area indicates a large complex area of increased magnetic response, suggesting to Renaissance Uranium the potential for IOCGU-style mineralisation. • Large magnetic low body. At Tanners Dam, geophysical surveys show a large magnetic low, suggestive of magnetite destruction by hydrothermal fluids. This has several peripheral magnetic lows, coincident radiometric highs and positive gravity anomalies. • Felsic lava pile above a Hiltaba granite magma chamber. Tanners Dam provides a geological environment comparable to Streltsovska, Russia's preeminent uranium region, where uranium and fluorite were sourced by hydrothermal leaching of a felsic lava pile above a caldera magma chamber. At Tanners Dam, geochemical anomalism, including quartz veins carrying up to 10% fluorite in existing shallow drill-holes, supports this geological model.
Interpreted area of high magnetite destruction Interpreted area of low or nil magnetite destruction
In the Gairdner Project area, the work program will initially involve acquiring more detailed gravity data across areas of elevated magnetic response to define drill targets for hematite breccia bodies. At Tanners Dam, the proposed program will include detailed electrical geophysical surveys to define sulphide distribution within targeted aeromagnetic and gravity features, prior to drill testing.
Figure 2.14: gawler range Projects – regional geology and location
marree projects
Location Western Frome Basin (South Australia)
Tenements ELAs 169/10, 170/10, 245/10 and 246/10 (100%)
The Marree Projects consist of 2 exploration projects: the Wilpoorina Project and the Farina Project. The Wilpoorina Project is focused on locating Four Mile-style, ISR-amenable sandstone hosted uranium deposits within basin sediments to the west of the Mt Painter uranium source region. The Farina Project is targeting uranium associated with copper mineralisation hosted in lower Neoproterozoic Adelaidean sediments, and breccia diapirs intruding the sedimentary sequence. Key exploration features include: • High uranium source region actively shedding uranium throughout project areas. Radiometric data confirms uranium is actively eroding from the Mt Painter region through present day drainage channels in the project areas (refer to Figure 2.15).
Targets Sandstone hosted and copper-uranium The Marree Projects are made up of 4 exploration licence applications covering a combined area of 3,048 km2 across the Western Frome Basin and adjacent to the Northern Flinders Ranges and Willouran Ranges, about 500 km north of Adelaide. Renaissance Uranium was offered and has accepted the terms and conditions of grant for ELA 169/10 and ELA 170/10 on 26 October 2010. These licences can be granted after a public notification period of 28 days. Further details in this regard are set out in Section 6.
Figure 2.15: marree Radiometric image
• Proximity to known uranium mineralisation. The Marree Projects are located in the western extension of the Frome Basin adjacent to several existing uranium deposits, including Four Mile, Beverley and the basement hosted Mt Gee. • Radiometric signature mirrors Four Mile and Beverley. Radiometric surveys of the project areas suggest that the surface patterns are similar to those in the vicinity of the Four Mile deposit and the Beverley mine. • Widespread copper mineralisation with unexplored uranium potential. Radiometric data and limited historical assaying for uranium suggest that there are targets for sediment hosted uranium deposits associated with widespread copper mineralisation within the project areas. The uranium potential is based on a geological model invoking copper-uranium rich, high salinity basinal brines focused into overlying reductant traps. Renaissance Uranium believes uranium deposits may have formed as fluids which have moved along major reactivated structures and diapiric breccias. Mineralisation is believed to be of the same age as Palaeozoic uranium mineralising events recorded at Mt Gee and elsewhere in the Mt Painter region. The Marree Projects are included in the expansive airborne electromagnetic survey area currently being flown by Geoscience Australia. The proposed work program for the Marree Projects will include a comprehensive review of this data, as well as either more detailed electromagnetic surveys or a combination of additional geophysics and reconnaissance geochemical sampling prior to defining drilling targets.
Figure 2.16: marree Projects – regional geology and location
ngalia basin project
Location Central Australian Basins (Northern Territory)
Tenements EL 27519, ELAs 27517, 27518 and 27520 (100%)
Targets Sandstone and shear hosted uranium The Ngalia Basin Project comprises 1 granted exploration licence, and 3 exploration licence applications 200–400 km west-north-west of Alice Springs. Together the properties cover a combined area of about 1,022 km2 on the north-west and southern margins of the Neoproterozoic to Palaeozoic Ngalia Basin, 1 of several intracratonic Central Australian Basins showing similar geological evolution.
Figure 2.17. ngalia basin Aeromagnetic Image, showing interpreted basin margin
Basement source rocks of the Arunta Province include radiogenic Palaeoproterozoic to Mesoproterozoic granites and metasedimentary sequences. These basement rocks are overlain by Neoproterozoic to Carboniferous sediments of the Ngalia Basin, with the basin margin providing the targeted sandstone of the Mount Eclipse Formation that hosts uranium deposits, like the nearby Bigrlyi uranium deposit. Exploration in the Ngalia Basin Project will therefore focus on targeting both sandstone hosted uranium deposits along the margin of the basin and shear hosted uranium within the basement rocks. Key exploration features include: • Geophysical surveys suggest extension of basin margin into project area. Regional aeromagnetic data indicates that the basin margin may extend westerly into the project tenements (refer to Figure 2.17). This area has experienced little recent exploration for uranium. • Uranium mineralisation in area. The region is endowed with several uranium deposits, including Bigrlyi and Walbiri within the Ngalia Basin, the Nolans Bore uranium and rare earth deposit in metasediments of the Arunta Province and the Napperby uranium deposit hosted within Tertiary sediments (refer to Figure 2.18). Renaissance Uranium believes that nearby radiogenic basement rocks sourcing uranium input into the Ngalia Basin sediments are geologically analogous to the northern Flinders Ranges and Frome Embayment, where the breccia/shear hosted Mt Gee deposit within basement rocks sources the Four Mile/Beverley sandstone hosted deposits. • Low cost exploration. The Ngalia Basin benefits from a shallow cover sequence, permitting the use of inexpensive air core drilling as part of an initial first pass exploration program. The proposed work program involves reconnaissance aircore drilling traverses to identify geochemical anomalies and geological hosts associated with sandstone hosted roll-front uranium targets and shear hosted mineralisation. Activities include obtaining initial, and then ongoing, Aboriginal heritage work area clearances to be followed by ground-based geological review of radiometric and magnetic areas of interest, and geological and anomaly interpretation from historical and new data prior to drill planning.
Interpreted boundary of Ngalia Basin Renaissance Uranium tenement boundary
Figure 2.18: ngalia basin Project – regional geology and location
amadeus basin project
area of about 6,576 km2 in the central and southern parts of the intracratonic Amadeus Basin, about 200 km southsouth-west of Alice Springs.
Central Australian Basins (Northern Territory)
Tenements ELAs 28259, 28260, 28261, 28262, 28285, 28286 and 28287 (100%)
Targets Sandstone hosted uranium The Amadeus Basin Project comprises 7 exploration licence applications. Together the properties cover a combined
Figure 2.19: Amadeus Depth-to-basement image, showing zones of high fluid focus
The goal of the Amadeus Basin Project is to locate a major sandstone hosted uranium deposit by applying hydrocarbon concepts and cutting-edge basin analysis technologies. As part of a regional assessment of exploration opportunities in areas of uranium-enriched sources, Renaissance Uranium has focused on areas not previously recognised or thoroughly evaluated for uranium mineralisation. This has provided evidence in the Central Australian Basins of significant remobilisation of uranium from radiogenic basement into overlying Neoproterozoic, Palaeozoic and younger sedimentary cover units. Renaissance Uranium believes that the uranium deposits at Angela (Amadeus Basin), Bigrlyi and Napperby (Ngalia Basin) are examples of such a process. The Amadeus Basin Project is focused on the southeastern Amadeus Basin. Key exploration features include: • Under-explored uranium potential. Sandstone hosted uranium deposits in the Amadeus Basin were first discovered in the 1970s (including Angela and Pamela). The Amadeus Basin Project area is located in the southeastern portion of the basin where little modern uranium exploration has occurred, but analogous Palaeozoic host rock sequences are present which Renaissance Uranium believes are similarly prospective for uranium mineralisation. • Commanding tenement position. The Company has acquired an extensive tenement holding, totalling 6,576 km2 in an area prospective for uranium deposits formed by migration of uranium enriched basin and basement sourced fluids. • Basement highs and zones of high fluid focus. The project targets several basement highs and zones of high fluid focus (refer to Figure 2.19). High natural gamma peaks from sandstone units intersected in petroleum well Magee-1 confirm anomalous radioactivity. • Highly saline, oxidised fluids effective in leaching and transporting uranium. Seismic data indicate structures (faults and salt domes) with potential for focusing deep basinal brines derived from a thick evaporite sequence into high level reductant, ore-forming traps. Mobilisation of uranium by such highly saline oxidised fluids is known globally as an effective method for transport of uranium, and Renaissance Uranium regards the south eastern Amadeus Basin as an area stratigraphically favourable for formation of uranium deposits by this process.
Interpreted shallow basement Interpreted deep basement
Interpreted fault Interpreted fluid up-flow position Renaissance Uranium tenement boundary
The proposed work program will involve compilation and review of all existing petroleum data including seismic, well and detailed gravity data to better define deeper basement penetrating faults and their architecture, as well as to identify potential host rock and trap site configurations. Following review of existing aeromagnetic and radiometric data, followup detailed ground geochemical surveys will cover selected priority areas to assess possible uranium rich fluid migration along target structures, prior to delineating initial drill targets.
Figure 2.20: amadeus basin Project – regional geology and location
Section 3 Industry Overview 3.1 Uranium mining and fuel conversion
3.2 Nuclear fuel market
Commodity extraction process
The demand for uranium is directly linked to its use in nuclear power plants. According to the World Nuclear Association (WNA), there are 441 operable reactors worldwide which consume approximately 77,000 tonnes of uranium oxide per year. The level of consumption has increased by 250% since 1980. In addition, 58 reactors are under construction and a further 152 are planned and 337 are proposed to come online by 2030. As a result of the anticipated commissioning of these reactors (and taking into account the retirement of some existing reactors), the Organisation for Economic Co-operation and Development (OECD) has estimated that annual demand for uranium oxide will increase by approximately 30%–60% to 102,000–127,000 tonnes per year by 2025.
Uranium, in contrast to gold and other rare minerals, is relatively common and can be found in varying quantities in rocks at and beneath the earth's surface, as well as in seawater. However, it is known to exist in deposits of sufficient concentrations to be economically extracted only in limited locations where the geologic setting provides the required hosting conditions. Where these deposits of uranium exist, it is generally extracted by 1 of 3 methods: • Open-cut (or open-pit), in which surface overburden is removed to allow access to high concentration uranium ore. The ore is then sent to a mill, where it is crushed and ground and the uranium particles are separated; • Underground, where shafts and tunnels are dug into the earth to reach the uranium ore-body. As with opencut, the ore is then sent to a mill for crushing, grinding and separation; and • In-situ recovery, a process whereby uranium-containing fluid is extracted from underground aquifers through injector and extractor wells between the surface and the uranium ore body. A uranium-enriched liquid is then sent to a processing plant to separate the uranium, before being dried and packaged. In each of these extraction methods, the mills (or processing plants, in the case of ISR mines) generally produce a fine powder (also called yellowcake) in the form of uranium oxide (U3O8).
Demand for uranium
Supply of uranium Uranium is supplied in 2 forms: • Primary production from uranium mines; and • Secondary production whereby uranium is derived from other sources.
Primary production Production from mines accounts for the majority of uranium used for power generation. In 2009, mines produced 59,875 tonnes of uranium oxide, or approximately 75% of total demand. The principal uranium-oxide producing countries and respective production during calendar year 2009 are set out in the following table.
Nuclear fuel conversion process After conversion into yellowcake, uranium is generally packaged into steel drums and shipped overseas where it is converted from uranium oxide into fuel for electricity-generating nuclear power plants. The steps in this process are: • Conversion and enrichment – converting yellowcake into uranium hexafluoride and then creating a product enriched in uranium-235 through gaseous diffusion or a centrifuge;
Table 3.1: Primary production of uranium oxide by country during 2009 Country
Production (tonnes)
• Fuel fabrication – creating fuel pellets from enriched uranium; and
• Power generation – creating a fission reaction within a nuclear reactor from the uranium fuel pellets to create electricity.
Secondary production Global demand for uranium has exceeded primary production every year since 1990. The shortfall has been satisfied by uranium derived from various secondary supply sources including dismantled nuclear warheads, recycled spent nuclear fuel, reprocessed nuclear fuel uranium and government stockpiles, with the remainder usually met by inventories built up by owners of nuclear plants. Currently, the equivalent of approximately 9,000 tonnes of uranium oxide per year is supplied through the HEU Agreement between the United States and Russia. As part of the HEU Agreement, Russia supplies uranium that is down-blended from its nuclear warheads and sold as lower concentration uranium suitable for use in civilian reactors. The HEU Agreement is due to expire in 2013, from which time it is not clear if uranium oxide previously sourced under the HEU Agreement will be available for sale.
3.3 Uranium sector in Australia There are 3 operating uranium mines in Australia, Beverley, Olympic Dam and Ranger, which collectively account for approximately 16% (9,413 tonnes of uranium oxide) of worldwide annual uranium production. Olympic Dam, located in South Australia's Gawler Craton, is the world's largest uranium deposit. Australia also hosts several significant unmined uranium deposits. These include deposits discovered decades ago, including Honeymoon in the Curnamona region of South Australia, Jabiluka and Koongarra in the Alligator River region of the Northern Territory, and Kintyre and Yeelirrie in, respectively, the Rudall River and Yilgarn Craton areas of Western Australia. In recent years, there have also been some additional discoveries, most notably Four Mile in South Australia's Curnamona area. Other notable discoveries include Carrapateena in the Gawler Craton and Mullaquana in the Eastern Eyre Peninsula of South Australia.
History Uranium was first mined in Australia in the 1930s at the Radium Hill deposit in South Australia's Curnamona region. Initially, the uranium extracted was used for medical purposes. Starting in the 1950s and continuing through to 1971, uranium was mined from Radium Hill, Mary Kathleen in Queensland and the Rum Jungle deposits in the Northern Territory. As civilian nuclear reactors become more prevalent in the 1970s, larger commercial operations commenced in the Northern Territory at Nabarlek in 1979 (where it continued through to 1988) and at Ranger in 1981. Olympic Dam began operations in 1988 and Beverley began mining in 2000.
The ALP and the 3 mines policy Beginning in the late 1970s, policy positions taken by the Australian Labor Party (ALP) have had a significant impact on uranium mining and exploration activities in Australia. While the Liberal Party in Australia has generally supported uranium mining and exploration, the ALP has, at times, taken contrary positions that have led to certain prohibitions
that have been enacted when the ALP has held power at the federal level. • In 1977, the ALP reversed its previous endorsement of uranium mining and called for a repudiation of all commitments to uranium mining. • After winning the 1983 federal election, the ALP adopted a modified version of this policy at a national level, agreeing to continued production at the then-currently operating uranium mines (Nabarlek and Ranger), as well as Olympic Dam, which was then in the planning stages. This so called "3 mines policy" prevailed until 2007, with the exception of the approval for the start-up of the Beverly mine in 2000 by a Liberal federal government and a Liberal state government in South Australia. • Since 2007, the ALP has followed a new policy, whereby, at a national level, it supports uranium mining, but allows the states to choose whether, and to what degree, uranium mining and exploration is permitted. The policies in effect in each state are discussed below.
Regulation of uranium mining and exploration in Australia Uranium mining in Australia is subject to a stringent set of rules and regulations at both a state and federal level. Legislation that regulates the mining industry in general also applies to the uranium industry. This applies to, among other things, state and federal rules governing occupational health and safety, environmental protection, waste disposal, native title, taxes and royalties. In addition, uranium-specific legislation exists at both federal and state levels. Set out below is a brief explanation of key uranium-specific regulations.
State policies on uranium mining and exploration As discussed above, the ALP (which currently governs at a federal level and all states except Western Australia where the Liberal Party governs) has endorsed a state-by-state approach to the permissibility of uranium mining and exploration. • In South Australia and the Northern Territory, where Renaissance Uranium holds its tenements, uranium mining and exploration is supported by both the ALP and the Liberal Party. In addition to the active uranium mines at Beverley and Olympic Dam (in South Australia) and Ranger (in the Northern Territory), preliminary mining approval has been granted to 2 new operations (at Four Mile and Honeymoon in South Australia). • In Western Australia, where the ALP has traditionally opposed uranium mining, the Liberal Party gained control of government in September 2008 and subsequently lifted the ban on uranium mining. • In Queensland, uranium exploration is allowed, but uranium mining is prohibited. • The ALP governments of New South Wales and Victoria oppose both uranium exploration and uranium mining. • Finally, while uranium exploration and mining are permitted in Tasmania, the state hosts no significant known uranium mineralisation.
Radioactivity Most uranium-specific legislation is intended to regulate the radioactive properties of uranium. The Atomic Energy Act 1953 (Cth) requires that the discovery of any uranium must be reported to the Commonwealth Minister. After discovery, regulations apply at both the state and federal level that limit the time during which a person or the environment may be exposed to uranium and subject uranium operations to strict guidelines in respect of the approval of mining operations and continual monitoring and reporting requirements. Transportation of uranium and the rehabilitation of uranium mines is also heavily regulated by both the Commonwealth and state governments.
Export To export uranium, specific federal-level uranium legislation applies that tightly controls uranium exports, requiring that uranium can only be exported for peaceful purposes under Australia's network of bilateral safeguards agreements.
These agreements ensure compliance by providing for, among other things, that: • Exported uranium must be covered by International Atomic Energy Agency (IAEA) safeguards from the time it leaves Australian ownership; • Physical security requirements must be met; • Non-nuclear weapon state customer countries must at a minimum be a party to the Nuclear Non-Proliferation Treaty and have concluded a fullscope safeguards agreement with the IAEA; • Nuclear weapon state customer countries must provide an assurance that uranium will not be diverted to nonpeaceful or explosive uses and accept coverage of the uranium by IAEA safeguards; and • Commercial contracts for the export of Australian uranium must include a clause noting that the contract is subject to the relevant bilateral safeguards arrangement.
Global demand for uranium has exceeded primary production every year since 1990
Section 4 Directors and Management David Macfarlane Non-Executive Chairman
David Macfarlane is a lawyer admitted to practice in England and Hong Kong. He was for many years an equity partner in a leading international law firm (Lovells), heading its Energy and Commodities Group. He has served as an executive board member of Man Financial and Louis Dreyfus and also as an elected Non-Executive Director of the UK Securities and Futures Authority. He was one of the founders and first managing Director of EDF Trading Limited, one of the world's leading wholesale energy market participants. He lives in Australia managing private investments, and is a Non-Executive Director of the EDF Trading boards in Singapore, Australia and Japan.
David Christensen Managing Director
David Christensen is an experienced uranium mining executive, with recent successful experience managing uranium exploration, mining and marketing operations, as Chief Executive Officer of Adelaide-based companies, Heathgate Resources Pty Ltd and Quasar Resource Pty Ltd. While at Heathgate and Quasar, his responsibilities included overseeing Australian uranium operations, including the Beverley uranium mine, as well as the expansion into new uranium projects with the discovery and development of the Four Mile deposit and numerous joint ventures. Prior to founding Renaissance Uranium, David also served as President of Nuclear Fuels Corporation, a trading and marketing company, where he managed a multi-million dollar uranium portfolio and was responsible for developing sales strategy, executing trades and swaps and negotiating contracts. David commenced his career as an attorney in California and London offices of international law firm Latham & Watkins, where he advised on corporate
finance and mergers and acquisitions. David was educated at Cornell University (BA, Economics and Classical Civilizations), the University of California, Los Angeles (JD) and the Universitá di Bologna (Fulbright Fellow).
Geoff McConachy Executive Director
Geoff McConachy is an accomplished geologist with over 30 years of Australian and international experience in the mining industry assessing uranium and a wide range of other commodities. Prior to joining Renaissance Uranium, Geoff worked for Heathgate Resources Pty Ltd and Quasar Resource Pty Ltd, where his roles included Managing Director, Exploration. While at Quasar, Geoff led the exploration and development team in the discovery, definition and evaluation of 4 uranium deposits including the Four Mile deposits for which he was co-honoured with the Prospector of the Year award from the Australian Association of Mining & Exploration Companies, and Pepegoona and Pannikan uranium deposits. His experience includes instrumental roles in the discovery of extensions to the Fosterville gold deposit in Victoria and the Potosi base metal deposit at Broken Hill in New South Wales. Geoff was educated at the University of New England (BSc, Geology and Geography) (Hons). He is a fellow of the Australasian Institute of Mining and Metallurgy and a former Director of the Uranium Information Centre.
Andrew Martin Non-Executive Director
Andrew Martin is an investment banker with a global investment bank. Over more than 15 years, Andrew has worked in a banking or advisory capacity, generally within the infrastructure, utilities and natural resources sectors. In recent years, Andrew has advised on transactions within the
Dr. John Wright
power generation, utilities, gas, water, road, rail, port and resources sectors. Andrew has a Bachelor of Economics (Hons) from the University of Sydney and is a founder and Director of ASX listed Stanmore Coal Limited and unlisted St Lucia Resources International Pty Limited.
Stephen Bizzell Non-Executive Director
Stephen Bizzell is a Chartered Accountant and early in his career was employed in the corporate finance division of Ernst & Young and the corporate tax division of Coopers & Lybrand. He has had considerable experience and success in the fields of corporate restructuring, debt and equity financing, and mergers and acquisitions and has over 15 years corporate finance and public company management experience in the resources sector in Australia and Canada with various public companies. He is Chairman of boutique investment banking and funds management group Bizzell Capital Partners Pty Ltd. Stephen is an Executive Director of Dart Energy Ltd, Chairman of Renison Consolidated Mines NL, and Non-Executive Director of Bow Energy Ltd, Diversa Ltd, Stanmore Coal Ltd, Hot Rock Ltd and Apollo Gas Ltd. Stephen was an Executive Director of Arrow Energy from 1999 until its recent acquisition by Shell and PetroChina, for $3.5 billion. Stephen was instrumental in Arrow's corporate and commercial success and its growth from a junior explorer to a large integrated energy company.
Dr. John Wright is a geologist, with particular expertise in sedimentary and volcanic rocks. He has over 30 years experience in mineral and hydrocarbon exploration and has conducted major basin studies and regional generative initiatives in Australia, Asia, Europe, the Middle East, North America and the Caribbean. John has collaborated with other members of the Renaissance Uranium team for over 20 years, including project generation in Australia and Mongolia for uranium and IOCGU mineralisation, and the stratigraphic and basin analysis of the Western Frome Embayment, the host sequences to the Four Mile and Beverley uranium deposits. His previous experience includes working with CRA Exploration, where he was instrumental in the discovery of the giant Century zinc deposit in Queensland. He was Senior Consultant working in global project generation with the Bureau de Recherches Géologiques et Minières (BRGM) while in joint venture with Normandy Mining. John is a graduate of the University of Leeds (B.Sc. Hons) and the Royal School of Mines, Imperial College, London University (Ph.D. and D.I.C.), and is an Associate of the Royal School of Mines.
Duncan Cornish CFO, Company Secretary
Chris Anderson Geophysicist
Chris Anderson is an experienced geophysicist with over 30 years experience in mineral exploration in Australia and abroad. His recent experience includes an instrumental role in the 2005 discovery of the Carrapateena coppergold-uranium prospect in South Australia. Chris worked extensively with other members of the Renaissance Uranium team in initiating the Arkaroola exploration program and in implementing effective geophysical exploration for extensions to the Beverley ore-body. His earlier experience includes acting as Placer Pacific's Exploration Manager for Eastern Australia, where he was closely involved with the discovery of the Osborne copper-gold mine in Queensland. Chris also had key roles in discoveries in the Kalkaroo copper-goldmolybdenum deposit in South Australia and the Gokona gold mine in Tanzania. Chris is a graduate of Adelaide University (BSc, Geology and Geophysics) (Hons), and is a fellow of the Australasian Institute of Mining and Metallurgy.
Duncan Cornish is an accomplished and highly efficient corporate administrator and manager. He has many years experience in pivotal management roles in capital raisings and stock exchange listings for numerous companies on ASX, AIM Market of the London Stock Exchange and the Toronto Stock Exchange. He has also focused on the areas of company reporting and company regulatory, secretarial and governance areas, and business acquisition and disposal due diligence. He has worked previously with Ernst & Young and PricewaterhouseCoopers in both Australia and the United Kingdom. Duncan is Company Secretary and Chief Financial Officer of other listed companies on ASX and TSX-V, for which companies Duncan also assisted in their listing and capital raisings. Duncan is a Chartered Accountant.
Section 5 Independent Geologist's Report
Uranium deposit
15 October 2010 The Directors Renaissance Uranium Limited 63 King William Street Kent Town SA 5067
Gentlemen, INDEPENDENT CONSULTING GEOLOGIST'S REPORT Renaissance Uranium Limited ("Renaissance Uranium") commissioned me to prepare an Independent Geologist's Report on 23 exploration properties; 12 located in South Australia and 11 located in the Northern Territory. This report is to be included in a Prospectus, to be lodged with the Australian Securities and Investments Commission, offering for subscription Shares, at an issue price of 20 cents per Share, to raise $8 million. The funds raised will be employed in exploration and evaluation of the mineral properties. I have provided consent for the inclusion of the Independent Geologist's Report in the Prospectus, in the form and context in which the Report appears, for the purpose of informing shareholders and prospective investors. The sources used in preparing this Report included information provided to me by Renaissance Uranium, open file technical reports submitted to the Government by previous exploration licence holders, technical reports and data made available by Government agencies, and other relevant published and unpublished information, as well as my professional knowledge of and experience in the region covered by the Prospectus. A listing of selected published references is included in the Report. The properties described in this Report are understood to comprise 5 Exploration Licences and 18 Exploration Licence Applications, covering a total area of 14,596 square kilometres. It should be noted that I have not considered matters concerning valuation of the mineral properties, the status of the tenements, the terms of any joint ventures and possible government or land ownership impacts in this report, and these matters are addressed elsewhere in the Prospectus. The Solicitor's Report, elsewhere in this Prospectus, provides a list of all mineral properties and associated tenement details. The mineral properties to which Renaissance Uranium has access are considered to be "Exploration Areas", which are inherently of a speculative nature. Nevertheless, it is evident that these tenements have been identified by Renaissance Uranium on the basis of sound geological concepts and technical merit. Each is considered to be prospective to varying degrees for the discovery of uranium and further exploration is justified. Renaissance Uranium has proposed exploration programmes and budgets that are in accordance with the perceived prospectivity and in balance with the funds to be raised. Renaissance Uranium's budget is considered reasonable and sufficient to meet the anticipated combined annual statutory expenditure requirement of approximately $1.7 million on the exploration tenements. The principals of Renaissance Uranium are technically well qualified to oversee the implementation of the proposed exploration programmes and to keep abreast of new developments and opportunities as they arise. In my opinion, Renaissance Uranium has developed satisfactory and well-defined exploration programmes and budgets that are consistent with the exploration targets indicated. Previous geological reports are publicly available from an open-file register, or website of the South Australian Department of Primary Industries and Resources and Minerals and Energy - Northern Territory Geological Survey or an open register or website of the Australian Securities Exchange or publications in the public domain. All references to previous geological sources of information fairly represent the contents of the previous geological reports. Reports and publications attributed to organisations and persons are referenced only to support the technical (scientific) aspects within the Independent Geologist's Report and
are not used for promotional reasons. Consent for the use of any public domain information has not been sought. All statements as to exploration targets of Renaissance and statements as to potential quality and grade are conceptual in nature. There has been insufficient exploration undertaken to date to define an uranium resource and identification of a resource will be totally dependent on the outcome of further exploration. This report was prepared by David Tonkin. I am a qualified geologist with extensive experience in mineral exploration. For the past twenty years I have worked as an independent geologist, mainly in South Australia and the Northern Territory, consulting to clients who included major international resource companies, junior mineral explorers and the South Australian Department of Primary Industries and Resources. Prior to that, I had twenty years experience as a geologist with a major Australian resource company, during which time I worked on and managed mineral exploration programmes throughout Australia. I am a Member of the Australian Institute of Geoscientists (AIG), a Member of the Geological Society of Australia (GSA) and as detailed above have appropriate qualifications, experience and competence to be considered as an "Independent Individual Expert" and a "Competent Expert" under the relevant codes. This Independent Geologist's Report has been prepared in accordance with the guidelines set out in the Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports (The VALMIN Code, 2005 Edition), which is binding on Members of the AIG. I have no material interest in current mineral tenements held by Renaissance or any other conflicts of interest in preparing this report. My relationship with Renaissance is solely that of a professional association between consultant and client. The sole benefit to me is cash remuneration paid at agreed daily rates plus any expenses. Payment of these fees is in no way contingent on the opinions expressed in this Report. In accordance with Corporations Regulation 7.6.01 (1)(u), the independent report is not financial product advice but is intended to provide investors with expert opinion on matters relevant to an investment in Renaissance Uranium. D. Tonkin and David Tonkin & Associates are not operating under an Australian financial services licence and the advice in the independent report is an opinion on matters other than financial products and does not include advice on a financial product. Yours faithfully,
DG Tonkin B Sc, M AIG, M GSA
EXECUTIVE SUMMARY Renaissance Uranium Limited ("Renaissance Uranium") holds interests in eight projects covering a total of 14,596 square kilometres within geological provinces of known uranium endowment in South Australia and the Northern Territory. Details of the Company's interests are given in the Independent Solicitor's Report, elsewhere in this Prospectus. These properties have potential for the discovery of commercial minerals, principally uranium deposits, in a number of differing geological settings. Pirie Basin Project holds potential for sandstone hosted uranium amenable to the in-situ recovery (ISR) method, within Eocene sands of the Pirie Basin. The project covers approximately 734 square kilometres of prospective basin sediments, centred about 40 kilometres southwest of the recently discovered uranium deposits of the Mullaquana uranium project. The Eastern Eyre Project targets shear hosted uranium mineralisation within the regionally extensive Roopena Fault structure. Potential also exists within the project for uranium in association with iron oxide copper gold (IOCGU) mineralisation comparable to the Olympic Dam, Prominent Hill and Carrapateena deposits to the north. The Olary Projects include the Cutana and Outalpa Projects, in the southern Curnamona Province. They hold potential for structurally controlled uranium mineralisation within Palaeoproterozoic metasediments, for IOCGU style mineralisation associated with Mesoproterozoic intrusives, and unconformity style uranium mineralisation associated with the boundary between the Palaeoproterozoic basement and the overlying Neoproterozoic sediments. The Gawler Range Project includes two tenements within the central Gawler Craton, targeting mineralisation associated with Mesoproterozoic volcanics and high
level intrusives of the Hiltaba Suite igneous event. At the Gairdner project untested magnetic and gravity features represent potential IOCGU targets. At the Tanners project existing geochemical data and the inferred geological setting suggest potential for uranium mineralisation comparable to the Streltsovska district in Russia. Both projects offer potential for discovery of major uranium rich resources. At Marree Project, uranium mineralisation is targeted within Tertiary aged sandstones comparable to those hosting the Beverley and Four Mile ISR deposits. Potential also exists within the western portion of the project for uranium associated with copper mineralisation within the basement Adelaidean (Neoproterozoic) metasediments, particularly within structurally controlled diapiric breccias. Ngalia Basin Project lies approximately 50 kilometres west of the advanced Bigrlyi uranium project, within the Ngalia Basin in the Northern Territory area. The project includes interpreted areas of Ngalia Basin sediments that may include sandstones of comparable age to the Mount Eclipse Sandstone host at Bigrlyi. Potential also exists for mineralisation within the underlying pre-Neoproterozoic metasediments and intrusives, for structurally controlled shear hosted mineralisation similar to the Nolans Bore project in the northeast of the basin. The Amadeus Basin Project targets uranium within sandstones of the Amadeus Basin, also in the Northern Territory. The Angela and Pamela uranium prospects lie 100 km to the north, in the north-eastern portion of the basin. The Amadeus project area covers approximately 6,580 square kilometres in the south-eastern portion of the Amadeus Basin, focused on basement highs and interpreted structural positions where uranium rich fluids are inferred to have been remobilised into trap sites within similar sandstone units, at a number of possible stratigraphic levels.
Calcookra mine, which returned 7000 ppm uranium, 1200 ppm thorium and 2000 ppm vanadium.
Subsequently, Kerr McGee drilled 72 rotary holes across the watershed of the Driver River, 50 km south-west of the Project, following a lead from the Department of Mines. The drilling tested buried Tertiary sediment for uranium, which might be a source for anomalous radon detected by Department of Mines in riverbed muds.
Renaissance Uranium holds EL 4400 (Midgee) and the right to earn a 75% interest in EL 3978 (Cowell East). Together these properties cover an area of 734 square kilometres on the western margin of the Tertiary Pirie Basin, 200 kilometres north-west of Adelaide, on eastern Eyre Peninsula.
Geological Setting The Project area straddles the western margin of the Tertiary Pirie Basin, where the basin extends onshore to on-lap Palaeoproterozoic and Mesoproterozoic crystalline basement rocks. Early Tertiary sediments of the Kanaka Beds, which contain carbonaceous sand and minor conglomerate, are considered comparable to the sediments hosting roll-front uranium deposits in the Frome Embayment, such as the Beverley, Four Mile and Honeymoon deposits. Sandstone hosted uranium was discovered in Eocene sands in the adjacent Mullaquana area in 2009, confirming the validity of this comparison. Crystalline basement under the Project area includes Palaeoproterozoic Miltalie Gneiss, Lincoln Complex granitoids and Hutchison Group metasediments. These are intruded by Mesoproterozoic Hiltaba Suite granites, an ideal primary source for weathering of uranium, prior to its accumulation as secondary concentrations in reduced sediments of the Pirie Basin.
Exploration Potential Renaissance Uranium's primary target in the Pirie Basin Project will be sandstone hosted uranium similar to those already discovered in the neighbouring Mullaquana area. Airborne electromagnetic data indicates that the same stratigraphy is likely to continue into the Renaissance Uranium tenement. Hiltaba Suite source rocks are present within the current Midgee tenement and historic drilling by CRA Exploration Pty Ltd intersected radiometric anomalies in basin sediments in the Project area.
Previous Uranium Exploration Exploration on this section of Eyre Peninsula since 1967 was balanced between searches for uranium (9 campaigns) or gold and base metals (10 campaigns), plus searches for iron ore (4 campaigns) and jade (4 campaigns), plus minor searches for diamonds, lignite, asbestos and kaolin. Kerr McGee Australia Ltd ("Kerr McGee") explored for uranium from 1967 to 1969, searching a wide area extending over the northern part of the current Project. The initial target was stratabound uranium of the Rum Jungle (NT) type. Kerr McGee flew a regional airborne radiometric survey, identifying several anomalies, which were followed up on the ground with geophysical and geochemical investigations, followed by 13 diamond drillholes and about 80 rotary holes. All drillholes were to the west of the current Project. Kerr McGee reported disseminated vein type primary and iron oxide hosted secondary uranium mineralisation at many localities, but no significant discoveries. The best bedrock result came from the historic
Kerr McGee concluded that the radiometric anomalies in Precambrian basement rocks reflect the abundant feldspars of the gneissic terrane, and that any significant uranium mineralisation in the basement rocks is not stratigraphically controlled, but lies in fault or shear zones, accompanied by sulphide mineralisation. Assays of drill core indicated that uranium and thorium contents decrease with depth from surface. At the Driver River, where drilling tested strong radiometric anomalies over Recent and Tertiary sediments, core samples of sediment yielded up to 0.029% U3O8 in sections with strong downhole gamma log response. CRA Exploration Pty Ltd ("CRAE") explored for sediment hosted roll-front style uranium deposits from 1978 to 1980, targeting possible Eocene palaeochannels that may have drained the Cleve Uplands and Charleston Granite. CRAE drilled 42 rotary mud holes, using information from hydrological models, a resistivity survey and interpretation of existing gravity and magnetic data to site the holes. Drilling intersected substantial thicknesses of Eocene fluvial sands, which included a carbonaceous reduced basal section in several places. However, no significant uranium mineralisation was found at the redox interface – the best assay value was 28 ppm uranium, which was associated with gamma ray anomalies of 5 - 6 x background. CRAE considered that further testing was unwarranted, although some marginal sections of the Pirie Basin remained untested. Uranerz (Australia) Pty Ltd ("Uranerz") explored for uranium, mostly west of the current Project, between 1978 and 1988. Uranerz undertook geological mapping, rock chip and soil sampling, Sirotem, magnetic and radiometric geophysical surveys and limited percussion drilling, plus costeaning and lead isotope studies. From 1980 to 1982, Esso Exploration and Production Australia Inc. ("Esso") explored an area that lay mostly north-east of the current Midgee tenement, targeting epithermal or Alligator Rivers (NT) style stratabound uranium deposits within the Palaeoproterozoic metasedimentary and metavolcanic sequence. Esso conducted detailed geological mapping, petrological studies, and track etch surveys with ground spectrometer follow-up. Only two very low order radon anomalies were detected (2.1 - 2.5 x background), which did not warrant follow-up. Between 1984 and 1986, PNC Exploration (Australia) Pty Ltd ("PNC") explored the Moonabie Graben area, which lay mostly north-east of the current Midgee tenement, apparently targeting Olympic Dam style uranium deposits in Mesoproterozoic sediment and volcanics. Work included airborne magnetic, radiometric and INPUT EM surveys, a regional gravity survey, detailed geological mapping, rock chip, soil and stream sediment geochemical sampling, petrographic studies, and a radon emanometry survey. PNC also drilled two percussion holes to test magnetic
anomalies associated with breccias in the basal Corunna Conglomerate. Afmeco Pty Ltd ("Afmeco") explored an area extending over the north-west of the current Project from 1980–82. Airborne radiometric surveys identified several anomalies, but Afmeco concluded that the gneissic basement rocks are characterised by high thorium content and not prospective for uranium. PNC Exploration (Australia) Pty Ltd ("PNC") explored for uranium from 1984–86, but the area covered lay almost entirely north and east of the current Project. PNC regarded the basement rocks as representing a similar geological setting to that seen at the Olympic Dam IOCG deposit. After airborne magnetic, radiometric and INPUT EM surveys and a regional gravity survey, PNC followed up with geological mapping and petrology, geochemical sampling and a radon emanometry survey. Two percussion drill holes tested magnetic anomalies associated with a possibly uraniferous breccia horizon in the Corunna Conglomerate, without intersecting significant mineralisation. From 1997 to 2000, Craton Resources NL ("Craton") explored an area covering most of the current Project, apparently targeting Olympic Dam style base metal, precious metal and uranium deposits. Craton undertook calcrete and stream sediment geochemical sampling, and flew an infill aeromagnetic survey, before curtailing exploration to redirect resources to other projects. Craton used aeromagnetic interpretation to identify possible Cu-Au-U targets along the Wilton Fault Zone and in the Bungalow-Minbrie area. Anomalous Cu in calcrete was found near the Charleston Granite. Helix Resources NL ("Helix") explored IOCG style mineralisation associated with iron-rich units of the Middleback Subgroup in 2001–02, as well as searching for shear-hosted gold deposits. Geochemical calcrete sampling identified a number of low-order gold and copper anomalies, which were not followed up. Avoca Resources Ltd ("Avoca") and others explored around the current Midgee lease area between 2003 and 2008, initially targeting Precambrian basement rocks in a much larger area for IOCG style copper-gold deposits or uranium-only deposits, and targeting Cainozoic rocks for palaeochannel sediment hosted uranium deposits. After transferring ownership of sections of the larger area, Avoca reviewed historical calcrete and regional geophysical data for the Midgee area, before concluding that further work there was unwarranted. Avoca explored in the current EL 3978 (formerly EL 3016) between 2003 and 2008, initially targeting Ernest Henry style IOCG deposits. The initial focus was the point on a major north-south lineament, visible in aeromagnetic data, where the lineament is deflected around an interpreted intrusion of Hiltaba suite granite. As regional gravity data also showed an anomaly more or less coincident with this magnetic anomaly, Avoca believed the feature could reflect an IOCG deposit. Work completed by Avoca included: compilation of historical data, including geological data; detailed gravity and ground magnetic surveys; and modelling of the geophysical data to define drilling targets. Three diamond drill holes tested the targets, supplemented by down-hole TEM surveys in two of the holes.
The first two holes (COD1 and COD2) tested strong gravity anomalies, interpreted as possible Prominent Hill style IOCG deposits. Both holes intersected strongly altered K-feldspar-amphibolite-biotite rocks, with associated chalcopyrite and pyrite mineralisation. COD1 intersected significant copper mineralisation in a quartz vein; the best intercept was 0.9m @ 3.25% Cu, 0.24 g/t Au and 2.4 g/t Ag, from 115.47m. Copper mineralisation correlated with magnetic susceptibility in the core, supporting the original Ernest Henry IOCG analogy. COD2 (6 km NE of COD1) intersected anomalous copper up to 0.3% and a zone of elevated uranium (28 metres @183ppm U3O8), associated with calcite veining within granitic intrusives. Down-hole TEM surveys identified two off-hole anomalies associated with each of the drill holes. COD3 tested the large magnetic anomaly about 500 m SE of COD1. The hole intersected strongly altered and brecciated volcanic rocks (Myola Volcanics or Moonta Porphyry) from 144 m. A thin chalcopyrite vein at 183.6 m assayed 0.4 m @ 3.5% Cu, 0.94 g/t Au and 2 g/t Ag. Avoca concluded that the entire 80 km2 tested by the drilling has potential for Moonta style copper-gold deposits, and recommended a surface TEM survey to identify further potential targets. Avoca subsequently joint ventured the license to Stellar Resources Ltd, which drilled another five holes regionally. Holes COD6-COD9 tested gravity anomalies. Hole COD10 was intended to investigate a strong aeromagnetic anomaly, but did not reach full target depth. COD6 hit a single mineralised chalcopyrite-pyrite vein in weakly haematised granite, with elevated uranium (27.4 m @ 43 ppm U3O8 from 111.6 m). COD7 hit granitic gneiss and mafic schists with trace chalcopyrite and pyrite. COD 8 hit mafic gneiss with trace pyrite, chalcopyrite and magnetite, and coarse grained granitic intrusives also with zones of elevated uranium (3.05 m @ 127 ppm U3O8 from 169.8 m). COD10 hit mafic gneiss and schists with minor disseminated and vein pyrite and chalcopyrite. Gold and base metal exploration programs were conducted by Pacminex Pty Ltd (1970–73), Carpentaria Exploration Co. Pty Ltd (1973–76), CRA Exploration Pty Ltd (1977–78), Aberfoyle Exploration Pty Ltd (1982–84), Shell Co. of Australia Ltd (1983–85), Stockdale Prospecting Ltd (1986–94), Pondray Pty Ltd (1998–99), Pasminco Australia Ltd (1992–94), Acacia Resources Ltd (1993–98), Helix Resources NL (2001–02) and Avoca Resources Ltd (2003–08). BHP Minerals Ltd (1976–82), Anaban Pty Ltd (1997–2002) and SA Iron Ore Group (2002–07) searched for iron ore. There were also searches for nephrite jade, diamonds, lignite, asbestos and kaolin.
Proposed Exploration Program and Budget Renaissance Uranium will focus initially on assessing the distribution of the Tertiary sediments of the Pirie Basin, to establish continuity of the prospective Eocene sands and uranium distribution within the sands. Renaissance Uranium will undertake detailed gravity traverses, followed by reconnaissance air-core drilling, to determine the broad distribution of sediments within the basin. Sampling and assays of basement lithologies will be included in the drilling program, to identify prospective uranium source regions.
This will be followed by infill drilling, using either air-core or rotary mud techniques, and designed to determine uranium mineralisation levels within the Eocene sediments. Renaissance Uranium plans to spend $1.862 million during the first two years of exploration.
EASTERN EYRE PENINSULA PROJECT Introduction The Project comprises three properties on the southern Gawler Craton, about 250 kilometres north-west of Adelaide. Renaissance Uranium holds ELA 72/09 (Roopena), ELA 73/09 (Iron Baron), and has a right to earn 75% equity in EL 3978 (Cowell West), with a combined area of 1372 square kilometres, in the southern portion of the Olympic IOCGU domain.
Geological Setting Palaeoproterozoic rocks of the Broadview Schist and Myola Volcanics form bedrock through most of the Project area, intruded by late syntectonic granitoids of the Lincoln Complex in the central and southern parts. Mesoproterozoic age lower Gawler Range Volcanics overlie these older rocks in the north-east of the Roopena tenement. A large Hiltaba Suite granite body intrudes along the eastern boundary of the Project area. Several major faults, including the Roopena Fault, cut the crystalline basement, generally trending northeasterly or nor-nor-westerly. The Kalinjala Shear Zone, a major tectonic structure, passes through the western margin of EL 3978 (Cowell West). In the north-eastern sector of the Project area redbeds of the Mesoproterozoic Pandurra Formation overlie the crystalline basement rocks. In many places a relatively thin veneer of Tertiary or Quaternary alluvial and fluvial deposits covers the bedrock.
Exploration Potential Renaissance Uranium will target two styles of uranium deposit: • Metamorphic shear hosted uranium mineralisation of the style found in the Yushnaya fault zone at Elkon in Russia. Renaissance Uranium will particularly target the Roopena Fault Zone, where previous exploration by Samedan Oil Corp. of Australia identified anomalous copper and uranium associated with the structure; and • IOCGU related uranium, as found at Olympic Dam and Carrapateena further north in the Olympic Domain. The eastern margin of the Project area straddles the western boundary of the Moonta Subdomain of the Olympic IOCG Domain. Proximity to the southern margin of the Gawler Range Volcanics exposes a sub-volcanic geological environment intruded by high level Hiltaba Suite granites, a favourable geological setting for IOCGU deposits.
deposits, with which uranium may be associated. Eight companies conducted gold and base metal exploration campaigns. BHP Co. Ltd ("BHP") explored for uranium and copper in the current Project area between 1968 and 1970. Field work included geological mapping and petrology, ground scintillometer surveys, soil and drainage geochemistry, IP surveys, an airborne radiometric/magnetic survey, and drilling of 13 rotary/percussion holes. Nissho-Iwai Co. (Australia) Pty Ltd ("Nissho-Iwai") explored for uranium in an area mostly north-west of the current Project in 1970–71, targeting sedimentary uranium in the Corunna Conglomerate. Work included a car-borne radiometric survey, stream sediment sampling, groundwater analyses and geological mapping. Most groundwater analyses detected uranium, especially those from the Gawler Range Conglomerate areas. Nissho-Iwai found that anomalous radioactivity is restricted to conglomeratic sections of the Grey Sandstone Member. The radioactivity was found to be mainly due to the thorium minerals monazite and thorite. AOG Minerals Pty Ltd ("AOG") explored for uranium, also mainly to the north-west of the current Project, immediately north of Iron Knob. AOG conducted numerous ground radiometric traverses across the Mesoproterozoic rocks, especially the Corunna Conglomerate. A thin, basal, phosphatic bed of the Corunna yielded anomalous readings up to 2,000 counts per second, but subsequent analyses revealed that the response was due to an interstitial cement of crandallite, a phosphate mineral containing uranium and thorium. Stockdale Prospecting Ltd ("Stockdale") explored an area overlapping from the west of the current Project, between 1971 and 1983, initially targeting diamonds, but later focussing on uranium and base metals. Stockdale began by collecting stream and loam samples and conducting geological mapping. Follow-up magnetic surveys were used to site rotary drillholes to test for kimberlites. A proportion of samples was analysed for uranium. Stockdale also undertook a spectrometer survey at the north-east end of Lake Gilles. In a final search for base metals and uranium, Stockdale conducted ground magnetic, gravity and track etch surveys, stream sediment and rock chip sampling and RAB drilling. PNC Exploration (Australia) Pty Ltd ("PNC") explored for uranium between 1984 and 1988. Work included airborne magnetic, radiometric and Input EM surveys, a regional gravity survey, IP surveys, geological mapping, geochemical sampling, a radon emanometry survey and the drilling of 89 RAB holes. PNC reported minor torbernite mineralisation near Wartaka. A number of companies explored in the Project area for IOCG deposits, which by inference may include uranium.
Previous Uranium Exploration
Between 1992 and 2000, Western Mining Corporation Ltd ("WMC") explored for IOCG style copper-gold deposits, targeting Moonabie Formation and Broadview Schist and associated Hiltaba Suite intrusives. Work included rock chip, soil and lag sampling, aeromagnetic surveys, IP, TEM, ground magnetic and gravity surveys, RC drilling, diamond drilling, petrography and regolith mapping.
Since 1968, five companies conducted exploration campaigns for uranium. Another three searched for IOCG
In 1994–95, North Mining Ltd investigated two low priority Olympic Dam style IOCG targets. Work included a review
of previous exploration and an interpretation of available aeromagnetic data. Aurora Gold (WA) Pty Ltd ("Aurora") and various partners explored for IOCG and related deposits between 2000 and 2008. Work included a review of past exploration, assessment of existing geophysical anomalies, ground magnetic surveys and rock chip and soil sampling. This was followed by RAB drilling of 20 gold-copper targets associated with the Roopena Fault Zone. Several drillholes intersected strongly anomalous copper (up to 2 m @ 1.13% Cu and 1.9 g/t Ag) and IOCG style alteration. A subsequent calcrete survey in the southern part of the area located several gold and copper anomalies (up to 17.6 ppb Au and 812 ppm Cu). Interpretation of geophysical data identified a number of interpreted weakly magnetic haematite bodies, from which four targets were chosen for RC drilling to test for IOCG mineralisation. Drillholes intersected mainly mafic rocks, which probably accounted for the geophysical anomalies. Several companies explored the Project area for gold and base metals. Major companies included BHP (1968–70), CSR Ltd (1973–85), Samedan Oil Corp. (1978–85), Stockdale (1971–83), Aberfoyle Exploration Ltd (1983–86 and 1991–92) and Equinox Resources Ltd (1996–2004). Burmine Ltd explored for iron ore in 1989–90.
Proposed Exploration Program and Budget Renaissance Uranium will target major fault zones for Elkon style uranium deposits, beginning with drill testing a prospect in the Roopena Fault Zone. Previous exploration drilling on the fault zone by Samedan Oil Corp. in 1980 intersected up to 673 ppm uranium, which was found in the end-of-hole sample in drillhole ER31. IOCGU exploration will also target mineralised faults and shear zones, as well as other anomalies identified from geophysical data. Because depth to the prospective basement rocks is generally relatively shallow, Renaissance Uranium intends to initially employ surface geochemical sampling and RAB drilling to test for mineralisation in the subcropping basement rocks, followed by deeper RC and diamond core drilling. Renaissance Uranium plans to spend $852,000 during the first two years of the Project.
CUTANA and OUTALPA PROJECTS Introduction The Cutana Project (EL 4394) and Outalpa Project (EL 4399) cover a combined area of 569 square kilometres in the Olary region, about 350 kilometres north-east of Adelaide. Each Project comprises three separate blocks, all except 1 of which lie along the northern side of the Barrier Highway, which connects Adelaide and Broken Hill. Important mineral deposits in this area include the historic Radium Hill uranium mine and the recently commissioned White Dam gold mine.
Geological Setting Both Projects lie in the Olary Domain of the Curnamona Province, a crustal remnant comprising Palaeoproterozoic metamorphics of the Willyama Supergroup and early Mesoproterozoic igneous rocks. In the Olary Domain, rocks of the Curnamona Group, which represent the oldest rocks of the Willyama Supergroup, are exposed in the Willyama Inliers. These rocks host important uranium deposits at Radium Hill, Crocker Well and Mount Victoria and are believed to be the ultimate source of the secondary uranium deposits now concentrated in Cainozoic sediments of the Frome embayment, further to the north. Draped unconformably over the Willyama Inliers in the Outalpa Project are folded Neoproterozoic strata of the Nackara Arc, part of the Adelaide Geosyncline. The unconformity between the Neoproterozoic sediments and the underlying Palaeoproterozoic and Mesoproterozoic basement is a possible site for deposition of unconformity related uranium mineralisation. Bedrock is concealed throughout much of the Project area by surficial deposits of Quaternary age, principally proximal alluvial fan sediments, clays, sands and calcrete. The degree of bedrock exposure ranges from about 60% in the central block of the Outalpa Project to less than 10% in the eastern block of the Cutana Project.
Exploration Potential Rocks of the Willyama Inliers have been known as a potential commercial source of uranium since 1906, when the first activity began at Radium Hill, 15–30 kilometres south of the Project area. Radium Hill mine produced a significant quantity of uranium between 1954 and 1961, during which time regional exploration discovered further important deposits of uranium in the Crocker Well district, 20–60 km north-west of the Project. Uranium mineralisation at Radium Hill occurs as the mineral davidite, which is found associated with pegmatitic veins in sericitised shear zones that cut quartzo-feldspathic gneiss and amphibolite. Uranium at Crocker Well is found as thorian brannerite, which is disseminated in a sodic S-type granitoid, as well as occurring in fractures, breccias and quartz veins. Rocks of the Willyama Supergroup also display many of the features of the IOCG-hosting rocks of the Mount Isa Inlier, in the Cloncurry district of Queensland. These features include a thick, metamorphosed Palaeoproterozoic sequence, Mesoproterozoic orogeny accompanied by granitic intrusions, regional albitisation, and extensive regional fault and breccia pipe networks. In the Olary Domain, rocks of the Curnamona Group, at the base of the Willyama Supergroup, have potential for stratigraphic copper-gold deposits, as found at the White Dam gold mine and at the Kalkaroo copper-goldmolybdenum deposit. In the Outalpa Project, the unconformity between the Willyama Supergroup and the overlying Neoproterozoic (Adelaidean) sediments may be prospective for unconformity related uranium deposits of the type found in the Alligator Rivers deposits in the Northern Territory or in the Athabasca Basin in Canada. Basement faults such as the MacDonald Shear Zone may have enabled reduced uranium bearing fluids to react with oxidised Neoproterozoic strata, resulting
in deposition of uranium and other metals at favourable redox interfaces. Within both the Olary Projects the prospective basement rocks are largely concealed by a veneer of Quaternary sediments, greatly reducing chances for past discoveries of any uranium deposits because of the surficial cover. Renaissance Uranium will use modern exploration techniques to probe beneath the cover sediments for undiscovered uranium deposits in the concealed rocks of the prospective Willyama Supergroup.
Previous Uranium Exploration Since 1960, around 30 companies have searched for base or precious metals in parts of the Olary Project area, but only six of these explored for uranium. Mount Isa Mines Ltd (MIM) explored for uranium in the Kalabity area from 1968 to 1970, covering sections of the current Cutana tenement (EL 4394). MIM flew an aerial radiometric survey, identifying nine anomalies, which yielded only average readings during ground follow-up. In areas where the sedimentary cover thickened, MIM conducted radioactivity logging of water bores. One bore yielded anomalous readings at a depth of about 45 m. A geobotanical survey along Oonatra and Mingary Creeks showed that the uranium content of eucalyptus leaves did not reflect the high uranium content measured in groundwaters in Oonatra Creek. RAB drilling (26 holes) tested Cainozoic sediments in areas of anomalous groundwater radioactivity. Hole K 2 (which is outside the current Project area) intersected 53 m of prospective palaeochannel sands and gravels. Hole K 22A (also outside the current Project), tested radiometric anomaly KN/6, intersecting low grade uranium mineralisation at a depth of about 8 m. Two loworder Bi214 anomalies, together with high uranium values in groundwaters along Oonatra Creek, suggested potential for sandstone-hosted uranium occurrences in Cainozoic sediments of the Mulyungarie Basin. Also between 1968 and 1970, MIM explored for uranium related to the Weekeroo Inlier, in an area covering the western section of the current Outalpa tenement (EL 4399). MIM flew an aerial radiometric survey, following up 28 low to middle order radiometric anomalies with ground spectrometer and geochemical surveys. MIM also sampled groundwater from station bores, to test for dissolved uranium. Most anomalies were explained by the contrast in uranium content between exposed crystalline rocks and surrounding metasediments. In 1969–70, Mines Administration Pty Ltd (Minad) explored for sedimentary uranium in the Cockburn area, which covered the eastern section of the current Cutana tenement (EL 4394). Minad flew an aerial radiometric survey, the results of which were generally disappointing. Ground checking of the main anomalies yielded negative results. Further exploration over an expanded area in 1970–71 targeted both uranium in Tertiary cover sediments and base metals in the Willyama Complex basement. Following an aerial radiometric survey, Minad drilled four holes in the Old Lake Dismal homestead area, to test the Cainozoic sediments. The drilling encountered weathered metasediments at depths of 1–15 m and no radioactivity was detected. Minad concluded that the Cainozoic sediments are little more than a veneer in the area tested.
Sundowner Minerals NL explored the Radium Hill area in 1972–73, searching for uranium and/or base metal mineralisation. Following a consultant's review of the exploration potential based on data from known deposits, Sundowner conducted a large reconnaissance geochemical survey, designed to detect any hydrothermal dispersion patterns associated with the MacDonald Fault Zone. Results suggested that uranium, thorium and potassium ratios could be used to assist in locating anomalous areas for both radioactive minerals and base metal deposits. Between 1976 and 1984, Esso Exploration and Production Australia Inc. (Esso) explored for vein type uranium associated with the unconformity between the Palaeoproterozoic Willyama Complex and the overlying Neoproterozoic Adelaidean metasediments in the Crocker Well, Outalpa and Radium Hill region, which included most of the current Olary Project area. Esso undertook reconnaissance and detailed geological mapping, geochemical sampling, airborne radiometric surveys, ground magnetic and scintillometer surveys, track etch measurements, and percussion and diamond drilling programs. Percussion drilling (170 holes) delineated low grade uranium mineralisation in several prospects at Crocker Well. Esso subsequently switched focus towards exploration for stratabound base metal mineralisation. Rosscraft Minerals Pty Ltd (Rosscraft) and others targeted uranium and industrial minerals in the Weekeroo Inlier, between 2004 and 2008. Rosscraft investigated a uranium occurrence shown on the Plumbago 1:63,000 geological map, using a ground radiometric survey to identify three anomalous areas. Up to 300 cps (counts per second) was recorded from outcrops of biotite schist and granite. Rock chip samples yielded up to 277 ppm thorium, but uranium was less than 5 ppm. Petrology suggested that the radiation emanates from allanite grains in an amorphous phase in the metamorphic rock. Cullen Exploration Pty Ltd (Cullen) explored for Crocker Well and Radium Hill style uranium deposits in the Palaeoproterozoic Willyama Complex rocks during 2007–08. The tenements covered much of the current Outalpa licence (EL 4399). Cullen undertook field reconnaissance, limited rock chip sampling, and spectrometric surveys of radiometric anomalies identified from airborne radiometric data. IOCG exploration in the Olary Projects may also be inferred to have targeted uranium mineralisation. Between 2003 and 2008, Noranda Pacific Pty Ltd ("Noranda") operated a joint venture in the extensive Drew Hill licence area, targeting Cloncurry style IOCG deposits in the crystalline basement rocks. Noranda was encouraged by several factors: the numerous copper-gold (molybdenum) occurrences in the region (e.g. White Dam, Kalkaroo, and Mutooroo); the favourable stratigraphic, structural and alteration setting; and the occurrence of spatially related stratabound ironstones and barite. Noranda identified exploration targets by using a combination of remote sensing, existing geological, geophysical and drilling datasets, and surface geochemical sampling. Following IP and gravity surveys, Noranda drilled seven holes, two of which gave significant encouragement. Hole NDHD0005 intersected a narrow interval of copper-gold bearing sulphide, accompanied by a distinct IOCGU element association (iron, uranium, molybdenite and manganese) and red rock alteration. Close to the current Cutana Project, hole NDHD0006 at Laura Jane prospect intersected an alteration and mineralisation assemblage that Noranda considered to be of distinct
IOCG style. The assemblage contained chalcopyrite-pyritemagnetite-actinolite rocks, weakly anomalous copper and elevated iron, cobalt and zinc. This region has been the focus of intensive gold and base metal exploration since the 1960s. Major companies that explored here include Mines Exploration Pty Ltd (1963–69), International Nickel Australia Ltd (1973–77), Newmont Pty Ltd (1974–77), Esso Exploration and Production Australia Inc. (1976–84), CRA Exploration Pty Ltd (1979–80), BHP Minerals Ltd (1983; 1991–92), Amax Australia (Gold) Pty Ltd (1983–84), Shell Co. of Australia Ltd (1984–85), Mount Isa Mines Ltd (1984–2006), Aberfoyle Exploration Pty Ltd (1984–85), Western Mining Corporation Ltd (1986–87) and Placer Exploration Ltd (1991–93).
Proposed Exploration Program and Budget Renaissance Uranium will test beneath the shallow cover using low cost geochemical sampling and drilling techniques. Targets for deeper drill testing will be selected, using a combination of magnetic, radiometric and electromagnetic (EM) survey data, including results from the current regional airborne EM survey being conducted by Geoscience Australia and PIRSA. These data will be supplemented by ground magnetic and gravity surveys, before priority targets are tested by RC drilling. Renaissance Uranium plans to spend $1.27 million during the first two years of exploration within the Olary area, comprising $635,000 in each of the Cutana and Outalpa projects.
GAWLER RANGE PROJECTs Introduction The Gawler Range Project comprises two properties on the Gawler Craton, adjacent to the western shore of Lake Gairdner, 400–500 kilometres north-west of Adelaide. Renaissance Uranium holds ELA 213/10 (Western Lake Gairdner) and ELA 214/10 (Tanner), covering a combined area of 1275 square kilometres in the western part of the Mesoproterozoic Gawler Range Volcanics Domain.
Geological Setting The properties lie in the Gawler Range Volcanics Domain; Western Lake Gairdner towards the north-western margin and Tanner in the south-western sector. At Western Lake Gairdner the bedrock is predominantly lower Gawler Range Volcanics associated with the Chandabooka caldera, but there is some upper Gawler Range Volcanics preserved in the north of the tenement. At Tanner the bedrock is upper Gawler Range Volcanics. Probable high-level granites of the Hiltaba Suite intrude the volcanics in both tenements, indicating the preservation of a high crustal level geological environment, which may be considered to hold potential for IOCG style mineralisation. A veneer of Quaternary aeolian and alluvial sediments covers bedrock in the centre of Western Lake Gairdner, but at Tanner the bedrock exposure is excellent.
Exploration Potential Renaissance Uranium believes the Gawler Range Project holds potential for two styles of uranium mineralisation: • Volcanic hosted uranium, as found at the large Streltsovska caldera in Russia, where a field of 20 individual deposits is Russia's main supplier of uranium. The caldera is 20 km wide, comprises both mafic and felsic volcanics and is underlain by granite. Uranium was apparently leached from both volcanic and granitic sources, and then concentrated by meteoric fluids driven by heat from the underlying magma. Fluorite and molybdenite are associated minerals. This is a similar geological setting to the Gawler Range Project, especially at the Chandabooka caldera. Units of the Gawler Range Volcanics and granites of the Hiltaba Suite are both enriched in uranium. Previous exploration over the large sub-volcanic granite at Tanners Dam identified several intense magnetic lows coinciding with radiometric highs and +2 mgal gravity anomalies along the eastern rim of the intrusive and elsewhere, but no deep drilling was done. One shallow hole intersected 30 m of hematite-altered dacite and quartz vein networks carrying up to 10% fluorite. • IOCGU related uranium, as found in the deposits of the Olympic Domain and Mount Woods Inlier on the eastern Gawler Craton, at Olympic Dam, Carrapateena and Prominent Hill. These deposit styles give Renaissance Uranium an opportunity to explore for large tonnage uranium deposits in the Gawler Range Project.
Previous Exploration – Western Lake Gairdner ELA 213/10 Exploration since 1969 included three searches for uranium, 12 for gold or base metals and two for other minerals. Afmeco Pty Ltd ("Afmeco") explored for uranium from 1980 to 1983, covering an area mainly south of the current ELA 213/10 (Western Lake Gairdner). Afmeco flew aeromagnetic surveys before drilling 11 percussion and diamond drill holes (all outside the current lease). Afmeco subsequently drilled another 13 percussion holes, testing magnetic anomalies for kimberlites. Goldstream Mining NL ("Goldstream") explored for Olympic Dam style IOCG deposits between 1996 and 2000. Goldstream conducted a regional gravity survey, which defined a circular gravity high associated with a magnetic low. Regional calcrete sampling outlined a low-order gold anomaly along the southern edge of this gravity-magnetic anomaly. Two lines of RAB drilling (27 holes) returned a maximum gold value of 18 ppb Au. Minotaur Operations Pty Ltd ("Minotaur") explored adjacent to the east-west trending Yerda Shear Zone between 2003 and 2009, searching for IOCG deposits and for sedimentary uranium deposits. Work included outcrop geological studies, surface geochemical sampling, a regional gravity survey and reconnaissance RC and aircore drilling. A detailed gravity survey identified two significant anomalies coincident with the inferred concealed eastern extension of the Yerda Shear Zone. Minotaur
tested each anomaly with an RC drill hole. Results indicated that the gravity anomalies were caused by lithological variations within the Gawler Range Volcanics sequence. Subsequent drilling to follow up outcrop indications of gold-bearing quartz in altered granitic rocks associated with the Yerda Shear Zone yielded up to only 0.08 g/t gold and 17 ppm uranium for 4 m sample intervals. Minotaur's associated company Toro Energy Ltd ("Toro") reviewed the potential for roll-front style sediment hosted uranium deposits. Toro made an interpretation of ASTER night-time thermal infrared satellite imagery, before deciding to discontinue the search. Major companies that conducted gold or base metals exploration campaigns in the current tenement area included: Asarco (Australia) Pty Ltd (1969), Mines Exploration Pty Ltd (1979–80), Utah Development Company (1980–82), BHP Gold Mines Ltd (1988–90) and CRA Exploration Pty Ltd (1990). Commonwealth Aluminium Corp Ltd searched for trona (1979–80) and Afmeco tested for diamond-bearing kimberlites (1980–83).
Previous Exploration – Tanner ELA 214/10 Exploration since 1981 included 1 search for uranium, three searches for gold or base metals and 1 search for diamonds. Between 2006 and 2009, Sunthe Uranium Pty Ltd ("Sunthe") explored for Olympic Dam style IOCG (uranium) deposits, fault-related vein style uranium deposits and rollfront style sedimentary uranium deposits. After reviewing past exploration, Sunthe identified several potentially prospective gravity anomalies, with amplitude of more than 2 milligals, some of which lay on the eastern margin of the Tanner Dam Granite. Companies that explored for gold or base metals included: CRA Exploration Pty Ltd (1985–86 and 1989–90), Helix Resources NL and AngloGold Australasia Ltd (1995–2002), and Rasp Resources NL (1992–2000). Stockdale Prospecting Ltd explored for diamonds from 1981 to 1984.
Proposed Exploration Program and Budget At Western Lake Gairdner, Renaissance Uranium will reprocess and interpret magnetic and gravity data to identify potential IOCGU targets. Further detailed gravity surveys over areas of unexplained elevated magnetic response will be aimed at defining IOCGU targets. At Tanner, Renaissance Uranium will conduct detailed IP surveys to outline sulphide distribution within previously defined aeromagnetic and gravity targets, with particular focus on areas of reduced magnetic response interpreted to reflect magnetite destructive alteration. Following geophysical modelling, these targets will be investigated by deeper drill testing. Renaissance Uranium plans to spend $752,000 during the first two years of the Project.
MARREE PROJECTs Introduction Renaissance Uranium holds ELA 169/10 (Tent Hill), ELA 170/10 (Wilpoorina), ELA 245/10 (Witchelina) and ELA 246/10 (Farina), covering a combined area of 3048 square kilometres adjacent to the Northern Flinders Ranges and Willouran Ranges, about 500 kilometres north of Adelaide.
Geological Setting Outcropping on the eastern, southern and western sides of the Project area are Neoproterozoic sediments of the Adelaide Geosyncline, now folded and exposed in the Northern Flinders and Willouran Ranges. Small showings of base and precious metals are common. In the Northern Flinders Ranges to the east, the Neoproterozoic sediments unconformably overlie older rocks of the Mount Painter and Mount Babbage Inliers, comprising mainly Palaeoproterozoic metamorphics and Mesoproterozoic igneous rocks. These rocks contain an abundance of a wide variety of minerals, including uranium, REE, base metals and precious metals. The Inliers are probably the ultimate source of the secondary deposits of uranium now found in Tertiary sediments at the Beverley and Four Mile deposits, on the eastern side of the Ranges. Overlying the crystalline basement rocks within the Project area may be Palaeozoic rocks of the Arrowie Basin, Mesozoic rocks of the Eromanga Basin, Tertiary rocks of the Lake Eyre Basin and a variety of Quaternary outwash deposits. Mesozoic rocks of the Eromanga Basin extend only into the northern part of Wilpoorina (ELA 170/10). Tertiary rocks possibly equivalent to those hosting secondary uranium deposits on the eastern side of the Northern Flinders Ranges also extend into Wilpoorina, as well as into the eastern extension of Tent Hill (ELA 169/10).
Exploration Potential Renaissance Uranium is targeting two styles of uranium mineralisation: • Marree East Project: Sediment hosted uranium deposits within Phanerozoic sediments to the west of the Mount Painter source rocks. Radiometric images show that uranium is being eroded from the Mount Painter region and carried down present day drainage channels across the eastern Project area. Similar surface radiometric patterns are seen at the Beverley and Four Mile deposits. The lightly explored Marree Project area is seen as a western extension of the system hosting the secondary uranium deposits in the Lake Frome region, which includes the Beverley and Four Mile uranium mines. The recent discovery by another company of significant redox related uranium in Tertiary sediments to the immediate north-east of the Project demonstrates the validity of the concept. The current Frome regional airborne electromagnetic survey being conducted by Geoscience Australia and PIRSA will provide an immediate guide to the subsurface geology. • Marree West Project: Uranium associated with copper mineralisation in Neoproterozoic sediments and diapiric structures. There is widespread copper mineralisation
in the exposed Neoproterozoic strata, especially in the Willouran Ranges part of the Project. Radiometric images highlight also the potential for uranium mineralisation associated with the copper. Renaissance Uranium geologists have developed a geological model where copper and uranium could be deposited in suitable structural traps (faults, diapiric breccias) by highly saline basinal fluids. Previous exploration focussed only on copper, with very little attention to the possibility of associated uranium.
Previous Uranium Exploration In the period since 1960, uranium exploration campaigns (5) in the Marree Project area were outnumbered by searches for gold and base metals (20). Central Pacific Minerals NL ("Central Pacific") and others explored for sediment hosted uranium in 1970–71, searching for roll-front style deposits in piedmont alluvial sediments adjacent to the north-west margin of the Mount Painter Inlier. Central Pacific drilled six scout rotary holes about 10–20 km north of the eastern part of the current Tent Hill tenement (ELA 169/10), to test for the presence of carbonaceous clastic sediments within the Cretaceous and Tertiary sequence. The drilling intersected fine clays and mudstones overlying Precambrian basement, rather than the anticipated coarser clastic rocks. However, hole Mt Distance 4 sited on Taylor Creek detected radioactivity between 8 and 23 metres depth, with a maximum count of 140 cps. Central Pacific also tested groundwaters from 19 existing water bores for dissolved uranium. Five bores yielded uranium contents equal to or greater than 45 ppb (4 x background values). Of these bores, Apollinaris Well, Sawmill Bore, Taylor Limestone Well and Wilkowie Well are in or adjacent to the current Tent Hill tenement. From 1972 to 1974, Nissho-Iwai Co (Aust) Pty Ltd ("Nissho-Iwai") explored for sediment hosted uranium deposits of the Frome Embayment type, hosted within anticipated buried palaeochannels of Quaternary, Tertiary and Jurassic age. Nissho-Iwai investigated the Mount Dismal area, overlapping and north of the current Tent Hill tenement (ELA 169/10). Work included car borne radiometric surveys along tracks, sampling of groundwater from existing bores, and rotary-percussion drilling. Ground radiometrics located two weak anomalies on Yerelina Creek, near Nobs Well, in ELA 169/10. Seven holes from regional drilling yielded weak radiometric anomalies (better than 3 x background), with the best result of 7 x background in Quaternary sediments in hole MD 9 (~ 20 km north of ELA 169/10). Further drilling at Nobs Well yielded weak radiometric anomalies (2 - 4 x background; maximum 10,000 counts per minute) in four adjacent holes. The anomalies reflected a possibly Jurassic granule conglomerate horizon at the base of the Mesozoic sequence. Subsequent infill drilling and costeaning did not locate uranium mineralisation.
between 2006 and 2009, targeting sedimentary uranium in porous Mesozoic sandstones along the southern margin of the Eromanga Basin, adjacent to the Mount Painter Inlier. Work included a helicopter borne RepTEM and magnetic survey of the entire area, followed by reconnaissance geochemical sampling of bore water and rock chip sampling of anomalies identified by airborne radiometrics. Groundwater samples were not anomalous with respect to uranium. Rock chip and soil samples from within confirmed airborne radiometric anomalies yielded up to 85 ppm uranium. Subsequently, Maximus conducted a 36-hole rotary mud drilling program, designed to test conductive anomalies from the RepTEM survey. Most holes reached refusal in Neoproterozoic basement. Samples were analysed for uranium and thorium. Two samples (from holes MPRM014 and MPRM027) returned uranium assay values above the 5 ppm detection limit, with a maximum of 9 ppm uranium. Eromanga Uranium Ltd ("Eromanga") explored for sedimentary uranium deposits in 2007–08, targeting an interpreted palaeodrainage EM anomaly within Mesozoic or Tertiary strata. Work included ground checking of airborne radiometric anomalies and investigation of prospective sandstone units. Scintillometer measurements of weathered Tertiary Eyre Formation ranged between 30 and 1400 counts per second, but four subsequent geochemical assays of material giving high counts returned only 9–40 ppm uranium. Eromanga concluded that the uranium is pedogenic in nature, originating from transported regolith material. Major companies exploring for gold and/or base metals included: Australian Selection (Pty) Ltd (1964–66), Anaconda Australia Inc. (1966), Noranda Australia Ltd (1967–69), Mount Isa Mines Ltd (1967–69; 1991–95), Dampier Mining Co. Ltd (1974–75; 1980–81), Utah Development Co. (1976–1983), Western Mining Corporation Ltd (1980–81), CRA Exploration Pty Ltd (1990–91; 1991–95), Newmont Australia Ltd (1990–91) and BHP Minerals Pty Ltd (1995– 2002). There were also two campaigns searching for Triassic coal in the region.
Proposed Exploration Program and Budget Renaissance Uranium will first review data from the Geoscience Australia Frome AEM survey, which is currently underway, with the aim of identifying concealed palaeochannels or other structures that may host uranium mineralisation. Follow-up will be conducted with detailed EM or other geophysical surveys, supplemented by reconnaissance geochemical sampling, followed by drilling of prospective target zones. Renaissance Uranium plans to spend $913,000 during the first two years of the Project.
Between 1973 and 1975, Cultus Pacific NL undertook a ground radiometric survey of Cretaceous and Tertiary sediments in the From River. Whilst directed towards searching for sedimentary uranium, this survey was peripheral to a more extensive gold and base metals exploration program, which covered an area mostly southeast of the current Tent Hill licence (ELA 169/10).
Maximus Resources Ltd ("Maximus") explored for uranium across the north-east section of the current Marree Project
The Ngalia Basin Project comprises 1 granted exploration licence, Ethel Creek (EL 27519) and three exploration
licence applications, Nirripi North (ELA 27517), Nirripi South (ELA 27518) and Ghost Gum Bore (ELA 27520). Together the properties cover a combined area of about 1,022 square kilometres on the north-west and southern margins of the intracratonic, Palaeozoic to Neoproterozoic Ngalia Basin, 200–400 km WNW of Alice Springs.
Geological Setting Neoproterozoic and Palaeozoic sediments of the Ngalia Basin up to 6 km thick occupy a 300 x 70 km intracratonic depression in older basement rocks of the Arunta Province. The Basin unconformably overlies and is faulted against the older basement. The basement rocks include radiogenic granites and metamorphics of Palaeoproterozoic and Mesoproterozoic age, which provided source material for the Basin and which could act as source rocks for secondary uranium deposits in the younger sediments. Sediments within the Ngalia Basin range from Neoproterozoic to Carboniferous in age. Neoproterozoic sandstones and dolomites are overlain by about 100 m of Ordovician and Devonian sediments, succeeded by a 1 km thick Devonian to Carboniferous unit known as the Mount Eclipse Sandstone, which hosts redox related uranium mineralisation at the Bigrlyi deposit, 40 km east of the current Ethel Creek tenement, and hosts about 20 other uranium prospects regionally. The Mount Eclipse Formation is thrust faulted and folded along the northern margin of the Basin, providing structural zones that may have acted as conduits for the migration of hydrothermal ore forming fluids and traps for the accumulation of economic uranium deposits. Uranium mineralisation at Bigrlyi is closely associated with carbonaceous material in upper sandstone units of the Mount Eclipse Sandstone. At the weathered surface uranium is found as carnotite, but below the water table the mineralisation occurs as uraninite and the vanadium mineral montroseite. At Currinya, in the southern portion of the Basin, minor carnotite mineralisation is found in Quaternary calcrete.
Exploration Potential Previous explorers have shown that the most prospective setting for uranium deposits is in reduced basal and transgressive units of the Mount Eclipse Sandstone proximal to crystalline basement source rocks on the edge of the Ngalia basin. The Ngalia Basin Project has potential for structurally controlled sandstone hosted uranium deposits located along the faulted marginal areas of the Ngalia Basin. The model envisages uranium released by erosion of the radiogenic basement metasediments and granites, transported in oxidised fluids and precipitated in a reducing environment created by the carbonaceous material and pyrite within the Mt Eclipse Sandstone. Other potential deposit types in the area also include surficial/calcrete hosted uranium deposits (Napperby model) and sediment-hosted uranium deposits within units of the Ngalia Basin (Bigrlyi model). In either case, the primary
source of uranium would be the uranium-rich igneous and metamorphic rocks of the Tanami-Arunta Complexes surrounding the Basin. The Renaissance Uranium target areas are related to the interpreted palaeo-hydrological gradient from those source areas. These target uranium deposits may be found either in the Heavitree Quartzite and Bitter Springs Formations on the edge of the Basin, or within the Mount Eclipse Sandstone, which occupies much of the basin (e.g. Bigrlyi).
Previous Exploration Previous explorers in the Ngalia Basin Project area included five that targeted uranium and another six searching for gold and base metals. Central Pacific Minerals ("Central Pacific") explored for uranium in the southern part of the current Ethel Creek property (EL 27519) between 1972 and 1976. Central Pacific identified zones within the Mount Eclipse Sandstone of reduced and carbonaceous rocks, which were recognised as possible hosts for uranium mineralisation. Airborne and ground radiometric surveys identified some minor radiometric anomalies in the Ethel Creek property. Further to the east (40–60 km) Central Pacific drilling intersected high grade uraninite in sandstone at Bigrlyi Prospect and uranium mineralisation in a fault zone at Dingos Rest South Prospect. Central Pacific concluded that the most favourable locations for uranium mineralisation are bleached rocks, preferably in basal and transgressive units of the Mount Eclipse Sandstone and in close proximity to the northern edge of the Ngalia Basin. The spatial control was considered to be the most important parameter for uranium mineralisation within the Mount Eclipse Sandstone. Between 1967 and 1969, Central Pacific also explored for uranium in an area mainly north of the current Ghost Gum Bore property (EL 27520). Work included reconnaissance geological mapping and scintillometer traverses, with a focus on the Vaughan Springs Quartzite. Central Pacific found a small copper show, but no anomalous radiation. In 1976–77, Swiss Aluminium Mining Australia ("Swiss Aluminium") explored for uranium in the north-east corner of the current Ethel Creek property. Work included geological mapping, seismic surveys, rock chip sampling, radiometric surveys and drilling. Swiss Aluminium identified the presence of uranium sources rocks and reported that superficial uranium concentration processes have been active, but discovered no economic concentrations of uranium mineralisation. Alara Resources Ltd ("Alara") explored for uranium adjacent to the eastern border of the current Ethel Creek property from 2006 to 2009. Work included a review of previous exploration, interpretations of geophysical data, an airborne radiometric/magnetic survey, photo-geological interpretation, and evaluation of ASTER satellite imagery. United Orogen Ltd ("United Orogen") held title to explore for uranium and gold over and adjacent to the current Ethel Creek property, from 2007 to 2009. Work included a literature search, field reconnaissance, soil and rock chip sampling, and field checking of some radioactive granites. United Orogen's main focus was a gold-in-soil anomaly identified by previous explorers. Plans to drill the anomaly
were not realised, because of failure to reach a native heritage agreement. Matilda Minerals ("Matilda") held title to the western section of the current Ethel Creek property in 2008, intending to conduct uranium exploration. However, Matilda was unable to raise capital to finance the work, and conducted no onground exploration. Companies searching for gold and/or base metals included: Yuendumu Mining Co. and Poseidon Gold (1992–96), Tanami Gold (2000–04), BHP Billiton Minerals (1996– 06), Territory Goldfields (1996–97), Gutnick Resources (2001–03) and Mithril Resources (2002–06).
Proposed Exploration Program and Budget Renaissance Uranium will compile data from all previous exploration and re-interpret the existing detailed aeromagnetic/radiometric data. Interpretation of the existing magnetic data suggests the basin margin may be offset to the west and hence provides potential for new exploration opportunities to be tested by reconnaissance drilling. An initial program of aircore drilling has been designed to test the structural interpretation of basin sediment distribution, and underlying basement structures. Renaissance Uranium plans to spend $441,000 during the first two years of exploration.
AMADEUS BASIN PROJECT Introduction The Project comprises seven exploration licence applications: A (ELA 28259), B (ELA 28260), C (ELA 28261), D (ELA 28262), E (ELA 28285), F (ELA 28286) and G (ELA 28287). Together the properties cover a combined area of about 6,576 square kilometres in the central and southern parts of the intracratonic Amadeus Basin, about 200 km SSW of Alice Springs. The Project covers several basement highs and zones of high fluid focus identified by the Northern Territory Geological Survey's SEEBASETM project. High levels of natural gamma rays were measured in sandstone units intersected by petroleum well Magee-1, confirming the presence of anomalous radioactivity in this area.
Geological Setting The Amadeus Basin is a large intracratonic basin containing a thickness of up to 10 km of sediments of Neoproterozoic to Carboniferous age. These are partially covered by surficial Tertiary and Quaternary deposits. Palaeoproterozoic and Mesoproterozoic metamorphic rocks of the Arunta Complex unconformably underlie the basin to the north. To the south the older rocks are the Mesoproterozoic crystalline rocks of the Musgrave Province. In the Amadeus Basin, the basal sequence of Neoproterozoic strata comprises shelf, lagoonal and continental fluvio-glacial sediments, including thick evaporites and minor spilitic volcanics. Cambrian sediments of continental and shallow marine origin
overlie disconformably and include carbonates and evaporites. Unconformable late Cambrian-Ordovician marine sediments or continental Devonian-Carboniferous sediments complete the sequence. Extensive broad folding and thrusting deformed the southern margin of the basin during the Petermann Orogeny (late Proterozoic). The Alice Springs Orogeny (Devonian-Carboniferous) similarly deformed the northern margin. These events are regarded as important to ore forming processes. Uranium mineralisation in the Amadeus Basin is localised at redox interfaces in the Devonian-Carboniferous sequence, related to reduced sequences contained in oxidised red-bed sequences. The reduced beds are grey or in places white, where oxidation of pyritic sulphides caused bleaching. Uranium deposits at Pamela and Angela prospects, about 100 km north of the current Project, are hosted near the top of the Devonian Pertnjara Group, in the Undandita Member of the Brewer Conglomerate. This conglomerate unit includes sedimentary clasts and sandstone lenses, and contains organic matter.
Exploration Potential The south-eastern Amadeus Basin is largely unexplored. Knowledge of subsurface geology is based on limited seismic data and the drilling results from only six wells. Magee-1, the last exploration well in the basin and drilled in 1992, intersected a thin helium rich gas pay zone and tested a petroleum system in the Neoproterozoic Heavitree Quartzite. Aeromagnetic data and SEEBASE™ depth to basement modelling provide an understanding of the basement structure, which is characterised by major faults and basement highs. Amadeus Project has potential for structurally controlled, sediment hosted uranium deposits. Seismic data show potential for focusing deep basinal brines, derived from thick Neoproterozoic evaporites and known to be effective in remobilisation of uranium, into high-level reduced oreforming traps, along structurally reactivated conduits such as faults and salt domes. Gamma logs from the gas exploration hole Magee-1 returned elevated radiogenic signatures from the Heavitree and Stairway Sandstone units. This hole also provides evidence of remobilisation of uranium from radiogenic basement into the overlying Neoproterozoic, Palaeozoic and younger sedimentary cover units. A thin regolith profile and overlying transported materials tend to mask radiometric signatures and restrict geochemical dispersion halos, except close to bedrock mineralisation. Renaissance Uranium will draw on experiences from exploration in other large basins to provide guidelines for targeting structural traps beneath the masking cover.
Previous Exploration Uranerz Australia Pty Ltd ("UAL") initiated uranium exploration in the Amadeus Basin in 1972, targeting sandstone-hosted deposits similar to those known in the western United States. Reconnaissance airborne radiometric surveys identified several small anomalies south of Alice Springs, near the northern margin of the
Amadeus Basin, about 100 km north of the current Project. Scout drilling during 1973–74 discovered uranium mineralisation at Angela and Pamela prospects, which were delineated by detailed drilling during 1975–79, operating under a joint venture between UAL and MIM Exploration.
my own professional experience working in the areas covered by the report. Selected published references are listed below.
The current Project area lies in the southern Amadeus Basin, 100 km to the south of the Angela and Pamela uranium prospects. Here, minerals exploration has been active since 1988 and mainly involved evaluation of evaporite deposits. There was 1 uranium exploration program and also a search for diamonds and/or base metals.
Chabiron, A, Cuney, M, Poty, B, 2003. Possible uranium sources for the largest uranium district associated with volcanism: the Streltsovska caldera. Mineralium Deposita 38, 127–140.
Nova Energy Ltd ("Nova") explored for uranium in the northern and eastern parts of the current Project area between 2006 and 2009. Nova's focus was to identify redox related uranium mineralisation in sediments of the Upper Devonian Finke Group. These sediments are considered similar to those hosting the Pamela and Angela uranium deposits, which lie in the Amadeus Basin about 100 km to the north. Initial work included acquisition of available data and interpretation of Landsat satellite imagery. A helicopter assisted geological reconnaissance and scintillometer prospecting survey followed. Nova concluded that the margin of the Amadeus basin may contain more fluvial or deltaic facies, which they considered more prospective for sediment hosted uranium deposits associated with redox boundaries. Toro Energy Ltd ("Toro") acquired Nova in 2007. Toro proposed to carry out a drilling program aimed at testing the redox boundaries in the sequence. However, Toro surrendered the licences when Idracowie Station denied access.
Drexel, JF, Preiss, WV, and Parker, AJ, 1993. The geology of South Australia, Vol. 1, The Precambrian. South Australia. Department of Primary Industry and Resources. Geological Survey, Bulletin 54.
Other exploration included a program by CRA Exploration Pty Ltd in 1991, searching for diamonds and base metals.
Proposed Exploration Program and Budget Renaissance Uranium will compile data from previous exploration and re-interpret the existing detailed aeromagnetic and radiometric data, which covers the central and southern portion of the basin. Re-interpretation of available seismic data, focusing on the identification of structures penetrating to near-surface sandstone trap sites, will be integrated with the magnetic and radiometric data to define favourable structural settings that represent potential uranium trap sites. Follow-up detailed ground geochemical surveys will cover selected priority areas to assess possible uranium rich fluid migration along target structures, prior to delineating initial drill targets. Renaissance Uranium plans to spend $520,000 during the first two years of exploration.
PRINCIPAL SOURCES OF INFORMATION The sources of information for this report include published research papers, unpublished PIRSA open file reports, confidential company reports provided by Renaissance Uranium Limited, and
Branch, CD, 1978. Evolution of the middle Proterozoic Chandabooka Caldera, Gawler Range acid volcano-plutonic province, South Australia. Australian Journal of Earth Sciences, vol. 25, issue 3, pp. 199–218.
Cooper, BJ and McGeough, MA (Eds), 2006. South Australia mineral explorers guide. Second edn. South Australia. Department of Primary Industries and Resources. Mineral Exploration Data Package, 11 (DVD).
Drexel, JF, and Preiss, WV (Eds), 1995. The geology of South Australia, Vol. 2, The Phanerozoic. South Australia. Department of Primary Industry and Resources. Geological Survey, Bulletin, 54. Fidler RW, Pope GJ and Ivanac JF, 1990. Bigrlyi Uranium deposit. In Hughes FE (Ed.), Geology of the Mineral Deposits of Australia & Papua New Guinea. The AusIMM, Melbourne. Monograph 14, v2 pp 1135–1138. Forbes, BG, 1991. OLARY, South Australia, sheet SI54-2. South Australia. Geological Survey. 1:250,000 Series – Explanatory Notes. Freeman, MJ, Shergold, JH, Morris, DG and Walter, MR, 1990. Late Proterozoic and Palaeozoic basins of central Australia and northern Australia — regional geology and mineralisation. In Hughes FE (Ed.), Geology of the Mineral Deposits of Australia & Papua New Guinea. The AusIMM, Melbourne. Monograph 14, v2 pp 1125–1133. Geological Survey of South Australia, 2007. South Australia Geoscientific GIS Dataset. South Australia. Department of Primary Industry and Resources. Lally JH and Bajwah ZU, 2006. Uranium deposits of the Northern Territory. Northern Territory Geological Survey, Report 20. McCallum, WS, 1997b. Review of open file company exploration data from 1991 to mid-1997, Olary domain, Olary 1:250 000 map sheet Olary and Mingary 1:100 000 map sheets, South Australia. South Australia. Geological Survey. Report Book, 98/00023. McKay, AD and Miezitis, Y, 2001. Australia's uranium resources, geology and development of deposits. AGSO – Geoscience Australia. Mineral Resource Report 1. Munroe S, Ham A and Griffin S, 2004. Amadeus Basin SEEBASETM project. September 2004. Northern Territory Geological Survey, Record 2004-010. Munson TJ and Ambrose GJ (editors), 2007. 'Proceedings of the Central Australian Basins Symposium (CABS), Alice Springs, Northern Territory, 16–18 August, 2005.' Northern Territory Geological Survey, Special Publication 2. Tonkin DG, 2009a. Curnamona Province exploration review and mineral systems. South Australia. Department of Primary Industries and Resources. Report Book 2009/10. Yates, KR, 1992. Review of company exploration Willyama block an environs Olary 1:250 000 map sheet area – South Australia. South Australia. Geological Survey. Report Book, 92/00034. Young and Ambrose, 2005. Petroleum geology of the southeastern Amadeus Basin: the search for sub-salt hydrocarbons. Alice Springs, Northern Territory, 16-18 August, 2005.' Northern Territory Geological Survey, Special Publication 2.
Section 6 Independent Report on Tenements 6.1 Incorporation of Solicitor's Report on Tenements
respect of a number of mining tenements located in South Australia and the Northern Territory applied for or held by Renaissance Uranium, Kurilpa Uranium Pty Ltd ACN 138 309 627 (Kurilpa Uranium) and Hiltaba Gold Pty Ltd ACN 099 086 683 (Hiltaba Gold).
This Prospectus is a short form Prospectus issued in accordance with Section 712 of the Corporations Act. Accordingly rather than contain all the information that may be required to be set out in a standard document of this type in relation to the Tenements of the Company, it incorporates by reference the full Solicitor's Report on Tenements of HopgoodGanim Lawyers dated 9 November 2010 (Full Report), lodged with the ASIC on 9 November 2010.
This Report has been prepared for inclusion in the Renaissance Uranium Prospectus dated on or about 9 November 2010 for the offer of shares in Renaissance Uranium.
The Full Report incorporated by reference in this Prospectus will primarily be of interest to professional analysts or advisers. However the summary and information contained below is provided to investors generally to enable them to determine whether, in making an informed assessment of the Offer and the matters required to be contained in this Prospectus under Section 710 of the Corporations Act, they should obtain a copy of the Full Report. The Full Report can be obtained, at no cost, from the Company's registered office and is also available on the Company's website www.renaissanceuranium.com.au. The information contained below is provided for purposes of Section 712(2) of the Corporations Act.
6.2 Independent Solicitor's Report on Tenements 9 November 2010 The Directors Renaissance Uranium Limited 63 King William Street Kent Town, South Australia, 5067
Independent Solicitor's Report on Tenements We have been instructed by Renaissance Uranium Limited ACN 135 531 341 (Renaissance Uranium) to prepare this Independent Solicitor's Report on Tenements (Report) in
This Report presents information with respect to the Tenements. Renaissance Uranium holds 3 ELs and has applied for 8 ELAs in South Australia. On 26 October 2010 Renaissance Uranium accepted the terms and conditions of grant for ELA 169/10 and ELA 170/10. On receipt of Renaissance Uranium's acceptance, the Minister's proposal to grant these licences will be published in the Government Gazette, a state wide newspaper and in a local or regional newspaper for a period of 28 days. Upon cessation of that 28 day period, the licences can then be granted. Also located in South Australia is EL 3978 held by Hiltaba Gold. Renaissance Uranium may earn an interest in EL 3978 through a Joint Venture Agreement between Hiltaba Gold and Renaissance Uranium dated 26 October 2010. The Joint Venture Agreement entitles Renaissance Uranium to an interest of 75% in EL 3978 and any other mining interests which become subject to the Joint Venture Agreement upon meeting minimum expenditure requirements and other conditions. Kurilpa Uranium holds EL 27519 and has applied for 10 ELAs in the Northern Territory. Kurilpa is a wholly owned subsidiary of Renaissance Uranium. This Report is a summary of the Full Report prepared for the Directors of Renaissance Uranium by HopgoodGanim Lawyers and it incorporates by reference the Full Report which can be obtained, at no cost, from Renaissance Uranium's registered office and is also available on the Company's website www.renaissanceuranium.com.au. Please note that the information relating to the Tenements in this Report is subject to the qualifications in paragraph 1. Details relating to the Tenements are set out in Annexure A. 1.
Scope of the Report and Qualifications
1.1 The Report is a synopsis of the Full Report and summarises the findings of HopgoodGanim Lawyers with respect to the Tenements.
1.2 The Report deals with legal due diligence matters relating to the Tenements and has been prepared to address these matters:
2.3 Renaissance Uranium, through its wholly owned subsidiary Kurilpa Uranium, holds EL 27519 and has applied for 10 ELAs in the Northern Territory.
(a) any material non-compliance with applicable laws affecting the Tenements as at the date of this Report;
2.4 Hiltaba Gold is currently the sole registered holder of EL 3978. The public register lists copper and gold as the major mineral for this tenement. It is however noted that the instrument of grant authorises exploration for all minerals except extractive minerals and precious stones, which would enable uranium exploration.
(b) whether Renaissance Uranium has good title to the Tenements of which it is the registered holder or applicant; (c) whether Kurilpa Uranium has good title to the Tenements of which it is the registered holder or applicant; (d) whether Hiltaba Gold has good title to EL 3978; and (e) whether there is anything to suggest the Tenements are not in good standing. 1.3 The legal due diligence enquiries undertaken by HopgoodGanim Lawyers in relation to the Tenements involved: (a) reviewing reports obtained from PIRSA and DOR; (b) reviewing the instruments of grant for the ELs supplied by PIRSA and DOR; and (c) reviewing information and documents provided by AAPA, the Department of the Premier and Cabinet Aboriginal Affairs and Reconciliation Division and the NNTT in relation to Aboriginal cultural heritage and native title. 1.4 The matters listed in Section 1.3 of this Report form the Scope of the Report. No other matters form part of the Scope of this Report, and HopgoodGanim Lawyers have not been instructed to, nor have they, concerned themselves with business or financial due diligence or an assessment of business, financial, technical or regulatory risks (apart from those regulatory risks necessarily falling within the Scope). 2.
2.1 Subject to Section 1 of this Report, the findings as to title and standing for the Tenements as at the date of this Report are as follows: (a) Renaissance Uranium has good title to the Tenements of which it is the registered holder or applicant; (b) Kurilpa Uranium has good title to the Tenements of which it is the registered holder or applicant; (c) Hiltaba Gold has good title to EL 3978; and (d) to the best of our knowledge, there is nothing to suggest the Tenements are not in good standing. 2.2 Renaissance Uranium is currently the sole registered holder of EL 4399, EL 4294 and EL 4400. It is also the applicant for 8 ELAs in South Australia.
2.5 The ELAs are subject to compliance with the provisions of the MA (NT) and MA (SA) as applicable. It is also necessary to address relevant native title and environmental law. These applications cannot be granted by the relevant Minister until such matters are dealt with. We are unable to advise when these ELAs will be granted (if at all), as the granting (or otherwise) of these applications is at the discretion of the relevant Minister. 2.6 Subject to our comments above, we are not aware of any other matters which would prevent the grant of the ELAs. 2.7 Further details relating to the Tenements are set out in Annexure A to this Report and in the Full Report. 3. Renewals 3.1 EL 3978, EL 4399, EL 4394 and EL 4400 were granted for 1 year and are due to expire on 9 December 2010. The instruments of grant for these ELs stipulate that if the licensee has complied with the MA (SA), MR (SA) and the conditions of the EL, then the licensee is entitled to the renewal of the EL for a further term as determined by the Minister. The aggregate term of the licence cannot exceed 5 years. The renewal process is discussed in part 6 of the Full Report. 3.2 EL 27519 is not due to expire until 13 July 2016. 4. Rent 4.1 We have not identified any outstanding rental in respect of any of the granted Tenements. In both South Australia and the Northern Territory rent is only payable for granted tenements. Rent was paid for EL 3978, EL 4399, EL 4394 and EL 4400 upon being granted. Rent is paid in advance and therefore no rent will become payable until the renewal process is complete. Rent was last paid for EL 27519 on 14 July 2010. It is noted that the rent for both ELA 169/10 and ELA 170/10 was paid upon the acceptance of the terms and conditions of grant. 5. Relinquishment 5.1 EL 3978, EL 4399, EL 4394 and EL 4400 are not subject to prescribed relinquishment under the MA (SA). However it is a condition of grant of EL 4399 and EL 4394 that should expenditure commitments for these tenements not be met, the licensee must, unless the Minister determines otherwise, reduce the EL by at least 25% by the end of the first year and a further 25% by the end of the second year. 5.2 EL 27519 is subject to the MA (NT). As such at the conclusion of the first 24 months of grant the
licence area must be reduced so that the number of blocks remaining is no more than half the number of blocks retained. This relinquishment continues every subsequent 12 month period. EL 27519 has not yet been granted for 24 months and so no blocks have as yet been relinquished. The first relinquishment must be made before 13 July 2012 unless otherwise determined. 6.
The MA (SA) provides that a claim, lease or miscellaneous purpose licence may be pegged out or granted on land subject to an existing mining tenement with the approval of the tenement holder or the Warden's Court (s 80(2) MA (SA)). The rights conferred by the tenements shall then be modified by agreement of the parties or the Warden's Court. The Warden's Court shall not approve the pegging of a claim or the granting of a lease or licence unless it is satisfied that the rights of the holder of the prior tenement would not be materially diminished (s 80(3) MA (SA)). MLs, EMLs and an EL overlap the tenements located in South Australia.
The PGE Act treats the holder of an EL the same way as any land owner. The EL holder will be entitled to a notice of entry and compensation as prescribed under the MA (SA). A number of tenements located in South Australia overlap GELs, GELAs and PELAs.
For details on overlapping tenements see Annexure B.
6.1 The instrument of grant for ELs 3978, 4394, 4399 and 4400 includes conditions relating to reporting requirements. To comply with the reporting requirements as stipulated in the instrument of grant, the licensee must lodge with the Director of Mines a summary report within 30 days after the end of each 6 calendar month period (commencing from the date of grant). In addition to this, within 60 days after the end of each year (being the period of 12 calendar months ending on the anniversary of the date upon which the Licence comes into force), the licensee shall submit to the Director of Mines a full and complete technical report of work conducted during that year. ELs 4394, 4399 and 4400 were granted on 10 December 2009. Therefore the summary reports were due for these tenements on 10 July 2010 and the technical reports must be completed by 10 February 2011. EL 3978 was granted on 7 November 2007. The last summary report was due by 7 June 2010 and the latest technical report must be lodged by 7 January 2011. No information was provided by PIRSA in regard to past reporting requirements being met. Renaissance Uranium has confirmed that the summary reports for ELs 4394, 4399 and 4400 have been lodged with PIRSA. HopgoodGanim Lawyers have sighted the Summary Report on Mineral Exploration for these tenements dated 12 August 2010. 6.2 The MA (NT) s 34(1) requires that the licensee shall within 1 month after the expiration of each 12 month period of the licence submit a report on the exploration activities carried out on the licence area. EL 27519 has not yet been granted for a period of 12 months. This report is due by 13 August 2011. 7. Encumbrances
8.2 Northern Territory
All of the tenements located in the Northern Territory overlap with EPPs and EPPAs under the PA (NT). The PA (NT) states that an exploration permit or licence may be granted in relation to any land within the Northern Territory.
Restricted Land
9.1 South Australia
A number of tenements in South Australia are located in areas where additional restrictions may be imposed on exploration and mining activities.
ELA 72/09 lies over a proposed extension to the Cultana defence expansion area. This area may be declared a defence operation area under the DFR. If this occurs the EL holder is eligible to be compensated, however access is restricted for defence operation and practice purposes.
EL 4399, EL 4394 and ELA 214/10 all partially overlap parks. The NPW Act does not permit mining acts over land constituting a reserve. A reserve is defined in this act as including national parks, recreation parks and conservation parks.
EL 3978 overlaps with native vegetation under a heritage agreement. This agreement may restrict the use of the land depending on its terms. It is binding on the owner and occupiers of the land.
EL 4399 and EL 4394 overlap with the Murray Darling Basin Area. The Minister must in considering any application in this area, take into account the objects of the River Murray Act 2003 (SA).
7.1 Encumbrances may be registered on granted tenements in South Australia and the Northern Territory. Searches have not revealed any encumbrances on EL 4399, EL 4393, EL 4400 and EL 27519. 7.2 EL 3978 does have a number of agreements that are registered with PIRSA. This includes a Project Deed between Rex Minerals (SA), Hiltaba Gold Pty Ltd and Stellar Resources Limited, a transfer from Rex Minerals (SA) to Hiltaba Gold Pty Ltd and an offer to purchase (tenement purchase agreement) between Avoca Resources Ltd and Rex Minerals (SA). For more information see the Full Report. 8.
Overlapping Tenements
The ELs and the ELAs located in South Australia have multiple overlaps with other forms of tenure granted under the MA (SA) and the PGE Act.
ELA 27520, ELA 27518 and ELA 27517 overlap with Aboriginal trust areas. The MA (NT) creates additional provisions in relation to Aboriginal land. The land council for the area must give consent or the Governor General must, by proclamation, declare that
with the registered native title claimants or holders to explain the exploration activities. Kurilpa Uranium must have regard to the representations made at this meeting. Note that information sourced from the NNTT states that there are no registered native title holders for EL 27519.
the licence be granted. Special conditions must be included to compensate for damage and disturbance to Aboriginal land. 10. Environment 10.1 The searches have revealed no environmental compliance issues for the granted tenements in South Australia. 10.2 It is a condition of grant under s166(1A) of the MA (NT) that the licensee must have the relevant authorisation under the MM Act before carrying out any exploration activities that may involve substantial ground disturbance. No authorisation has been issued under the MM Act for EL 27519. Authorisation under the MM Act requires the tenement holder, among other things, to lodge a mining management plan that includes a management plan for environmental issues. It also requires the payment of security to prevent, minimise or rectify environmental harm.
11.4 Aboriginal Cultural Heritage
Aboriginal sites and objects are protected in both the Northern Territory and South Australia. In South Australia a person must not disturb, damage or interfere with an Aboriginal site, object or remains. Similarly in the Northern Territory a person must not enter, work on or cause damage to a sacred site except in accordance with the NTASSA.
For information on native title and aboriginal cultural heritage affecting the Tenements see Annexure B.
11. Native Title and Aboriginal Cultural Heritage 11.1 Where native title is found not to have been extinguished over an area of land any act that will affect native title will be subject to the future acts procedure under the NT Act. For mining activities this procedure could be 1 of 3 options: (a) Expedited Procedure;
12. Conclusion and Opinion
(b) Right to Negotiate resulting in a Section 31 Agreement and Ancillary Agreement; or
(c) ILUA. 11.2 Native Title in South Australia
The MA (SA) states that an EL confers no rights to carry out exploration on native title land unless the mining operations do not affect native title, a declaration is made under the law of the State or Commonwealth to the effect that the land is not subject to native title, or an ILUA is registered. PIRSA has advised that native title has not been addressed for the South Australian ELs. Native title issues must be resolved before exploration can commence on the ELs located in South Australia.
11.3 Native Title in the Northern Territory
The native title process has commenced for ELA 27517, ELA 27518 and ELA 27520. The Minister has given Kurilpa Uranium consent to negotiate with the native title representative body and a proposal has been lodged with the native title representative body for these applications. Consent to negotiate with the native title representative body has not been given for ELA 28259, ELA 28260, ELA 28261, ELA 28262, ELA 28285, ELA 28286 and ELA 28287.
Native title issues in the Northern Territory must be addressed before an EL is granted. The native title requirements have therefore been resolved for EL 27519 (for the purposes of exploration). EL 27519 is also granted subject to the condition that Kurilpa Uranium convene a meeting on the licence area
Subject to the comments and qualifications set out in this report, HopgoodGanim Lawyers are of the opinion that: (a) Renaissance Uranium has good title to the Tenements of which it is the registered holder or applicant; (b) Kurilpa Uranium has good title to the Tenements of which it is the registered holder or applicant; (c) Hiltaba Gold has good title to EL 3978; and (d) to the best of our knowledge, there is nothing to suggest the Tenements are not in good standing.
Yours faithfully, HopgoodGanim Lawyers Contact Emily McCartney Solicitor T +61 7 3024 0322 F +61 7 3024 0022 E [email protected] Partner responsible: Martin Klapper
Glossary DFR
Defence Force Regulations 1952 (Cth)
Department of Resources – Minerals and Energy (NT)
Exploration Licence
Exploration Licence Application
Extractive Mineral Lease
Exploration Permit for Petroleum
EPPA
Exploration Permit for Petroleum Application
Geothermal Exploration Licence
Geothermal Exploration Licence Application
ILUA
Indigenous Land Use Agreement
MA (NT)
Mining Act (NT)
MA (SA)
Mining Act 1971 (SA)
The Minister responsible for the relevant Act
Mining Lease granted under the MA (SA) or a Mineral Licence granted under the MA (NT) as applicable
MM Act
Mining Management Act (NT)
MR (SA)
Mining Regulations 1998 (SA)
National Parks and Wildlife Act 1972 (SA)
NT Act
Native Title Act 1993 (Cth)
NTASSA
Northern Territory Aboriginal Sacred Sites Act 1989 (NT)
PA (NT)
Petroleum Act (NT)
Petroleum Exploration Licence Application
PGE Act
Petroleum and Geothermal Energy Act 2000 (SA)
PIRSA
Department of Primary Industries and Resources South Australia
The tenements referred to in Annexure A
annexure a tenement details Tenement
Registered Holder1
% Holding
Rent Due2
Rent Estimate3
Minimum Expenditure Commitment
South Australia EL 4399
Renaissance Uranium Pty Ltd
287.00 $2,353.40 (plus $107 admin fee)
$705.20 (plus $107 admin fee)
Hiltaba Gold Pty Ltd
$6,888 (plus $107 admin fee)
ELA 169/10
$5,823. 80
ELA 72/09
$1,397 (including GST) for 1st year
Note: expenditure commitment 7/11/2009 to 6/11/2011
Northern Territory EL 27519
Kurilpa Uranium Pty Limited
ELA 27517
Tenement
1. Renaissance Uranium Pty Ltd changed its name to Renaissance Uranium Limited on 17 September 2010 on conversion to a public company. 2. Calculations – area per km2 multiplied by the fee set out in Schedule 2 MR (SA). The amount of rent excludes GST. 3. For South Australian tenements the rent is estimated by multiplying the area in km2 by the fee set out in Schedule 2 MR (SA). For the Northern Territory Tenements the rent estimate is produced by multiplying the number of sub-blocks by the rate specified in s 7(1)(a) of the MR (NT). Estimates are exclusive of GST.
annexure B overlapping tenements Tenement
Overlapping Tenure
Kurdeez Lime Pty Ltd (Administrator Appointed)
Restricted petroleum or geothermal exploration or production access
Park ID 762
Restricted mineral exploration or production area
Murray Darling Basin Area
Geological Monument
Native Title
SC99/1 SAD 6001/98 Adnyamathanha No 1
Restricted mineral exploration or production access
PELA 126
Energy Exploration Ltd
Native Vegetation under Heritage Agreement Area
SC96/4 SAD 6011/98 Barngarla Native Title Claim
Aboriginal Cultural Heritage
Cultural site
Destiny Stone Australia Pty Ltd
Park and reserve – Park ID 174 – Purpose – reclassification
Conservation Reserve
Manyaroo
Archaeological site
Gradient Energy Ltd
SC99/1 SAD 6001/98 Adnyamathanha No 1 (Stage 1)
Engraving, historic site and archaeological site
SC99/1 SAD 6001/98 Adnyamathanha No 1 (Stage 1) SC 97/4 SAD6017/98 Dieri Native Title Claim
GELA 405
Stuart Petroleum
Aboriginal site
Proposed Cultana Expansion Area
Quality Steel and Landscape Supplies Pty Ltd
EML 4574
Fairclough Nominees Pty Ltd
MPL 26
Onesteel Manufacturing Pty Ltd
Green Rock Energy Ltd
Cultural site and historic site
Tarcila Resources
SC97/7 SAD6020/98 Gawler Ranges Native Title Claim
Gawler Ranges Mineral Exploration ILUA Gawler Ranges Kokatha Pastoral ILUA
Dreaming site
Park ID 4
ELA 27517 ELA 27518
EPPA 164
Tamboran Resources Pty Ltd
Tanami Exploration Central Land Council ILUA
Recorded sacred site, registered sacred site and restricted works area
Aboriginal Freehold
Yunkanjini Aboriginal Land trust
Lake Mackay Aboriginal Land Trust
Recorded sacred site
Ngalurrtju Aboriginal Land Trust
NTD6028/00 Newhaven NT Portion 3406 DC00/26
EPP 112
Frontier Oil & Gas Pty Ltd (80%) Petroleum Exploration Australia Pty Limited (20%)
Ordiv Petroleum Pty Ltd
EP 82, 112, 118 and 125 Central Petroleum CLC
EPP 82
Helium Australia Pty Ltd
Tri-star Energy Company
Recorded sacred sites
Merlin Energy Pty Ltd (80%) Petroleum Exploration Australia Pty Limited (20%)
South Australian landscape
Section 7 Independent Accountant's Report 9 November 2010 The Directors Renaissance Uranium Limited 63 King William Street KENT TOWN SA 5067 Dear Directors
1. Introduction We have prepared this independent accountant's report on Historical and Pro-Forma financial information of Renaissance Uranium Limited (Renaissance Uranium or the Company) for inclusion in a prospectus dated on or about 9 November 2010, for the proposed issue by the Company of 40,000,000 New Shares at a price of $0.20 (20 cents) to raise $8,000,000 and to list on the Australian Securities Exchange (ASX). The purpose of this report is to illustrate the financial position of Renaissance Uranium as at 30 June 2010 and to provide investors with a Pro-Forma Statement of Financial Position as at 30 June 2010 adjusted to include certain pre-issue transactions and the capital raising. This report does not address the rights attaching to the Shares or Options to be issued in accordance with the Prospectus, the risks associated with the investment, nor forms the basis of an independent expert's opinion with respect to a valuation of Renaissance Uranium or a valuation of the share issue price pre listing.
2. Background The principal purpose of Renaissance Uranium is to hold and advance uranium exploration and development targets held by the Company.
• The Pro-Forma Statement of Financial Position of Renaissance Uranium as at 30 June 2010, set out in the Annexure to this report. The Pro-Forma Statement of Financial Position reflects the financial position of Renaissance Uranium at 30 June 2010 assuming the Company had completed seed capital raisings, the capital raising, and the following transactions as at 30 June 2010: • The issue of Shares to initial seed investors raising gross cash funds of $225,000 from the issue of 7,500,000 Shares at 3 cents each. • The issue to Bizzell Capital Partners Pty Ltd of 1,000,000 options exercisable at $0.24 each and expiring on 31 December 2014, as a fee for raising $225,000 of seed capital. • The issue of Shares to further seed investors raising gross cash funds of $1,715,000 from the issue of 14,291,667 Shares at 12 cents each. • The issue to Bizzell Capital Partners Pty Ltd of 708,333 Shares at a value of $85,000, plus $750 cash, as a fee for raising $1,715,000 of seed capital. • The issue of Shares under this Prospectus raising gross cash funds of $8,000,000 from the issue of 40,000,000 Shares at 20 cents each. • The payment of the issue costs with respect to this Prospectus which are estimated to be $657,597. • The issue, to the Underwriters, of 2,000,000 IPO fee options exercisable at $0.24 each and expiring on 31 December 2014. • The issue of 8,100,000 options to Directors and senior management of the Company exercisable at $0.24 each and expiring 3 years from listing on the ASX.
• The issue of 700,000 options to senior management of the Company exercisable at $0.24 each and expiring on 31 December 2014.
You have requested BDO Audit (QLD) Pty Ltd to prepare for inclusion in the Prospectus a report which covers the following:
• The issue of 1,000,000 options pursuant to a Service Agreement exercisable at $0.24 each and expiring on 31 December 2014.
• Historical financial information. BDO Audit (QLD) Pty Ltd has audited the financial report of the Company for the period ended 30 June 2010, together with the significant accounting policies adopted by Renaissance Uranium, as summarised in the Annexure to this report.
• Completion of the acquisition of Kurilpa Uranium Pty Ltd by the issue of 20,000,000 Shares. • Entering in to a joint venture agreement with Hiltaba Gold Pty Ltd, as detailed in Note 7 in Annexure 1.
While expected to occur, not all of the above mentioned transactions may occur. Actual transactions completed may differ to the transactions anticipated and mentioned in this report. Any differences would be reflected in the financial statements of Renaissance Uranium and the differences may be material.
4. Historical Financial Information and Pro Forma Financial Information as at 30 June 2010 Historical Information In relation to the historical financial information, BDO Audit (QLD) Pty Ltd has conducted an independent audit of the financial report of the Company for the period ended 30 June 2010 in order to express an opinion thereon. The Company's Directors are responsible for the financial report from which the information in the Annexure has been extracted.
Pro-Forma Information BDO Audit (QLD) Pty Ltd has completed an independent review in order to state whether, on the basis of the procedures described, anything has come to our attention that would indicate that the Pro-Forma Statement of Financial Position is not presented fairly in accordance with the recognition and measurement requirements of Australian Accounting Standards, including Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001, and the assumptions set out above. The review has been conducted in accordance with Australian Auditing Standards applicable to review engagements. BDO Audit (QLD) Pty Ltd made such enquiries and performed such procedures as we, in our professional judgement, considered reasonable in the circumstances including: (a) Review procedures applied to the Pro-Forma transactions and Statement of Financial Position; (b) Review of workpapers, accounting records and other documents; and (c) Inquiry of Directors, management and others. These review procedures were substantially less in scope than an audit examination conducted in accordance with Australian Auditing Standards, the purpose of which is the expression of an opinion on the financial statements. Accordingly, we do not express such an opinion.
Accounting Standards, including Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001. (b) Based on our review of the Pro-Forma Statement of Financial Position, as set out in the Annexure, nothing has come to our attention which causes us to believe that the Pro-Forma Statement of Financial Position is not presented fairly in accordance with the recognition and measurement requirements of Australian Accounting Standards, including Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001 and the assumptions set out above (c) Without qualification to the above, we draw attention to the preparation of the Historical and Pro-Forma Statements of Financial Position being on a going concern basis. This accounting policy is outlined in the Statement of Significant Accounting Policies attached as Annexure 1 to this report. This basis of accounting contemplates the continuity of normal business activities and the realisation of assets and discharge of liabilities in the ordinary course of business. The ability of the Company to maintain continuity of normal business activities, to pay its debts as and when they fall due and to recover the carrying value of its areas of interest, is dependent upon the ability of the Company to successfully raise additional capital and/ or successful exploration and subsequent exploitation of their areas of interest through sale or development. No adjustments have been made to the carrying value of assets or recorded amount of liabilities should the Company's plans not eventuate.
6. Subsequent Events Apart from the matters dealt with in this report, and having regard to the scope of our report, to the best of our knowledge and belief no material items, transactions or events outside of the ordinary business of Renaissance Uranium have come to our attention which would require comment on, or adjustment to, the information referred to in our report or that would cause the information to be misleading or deceptive.
7. Basis of Pro-Forma Presentation As the issue is fully underwritten, the Pro-Forma Statement of Financial Position has been prepared on the basis that the Company will receive the full subscription for 40,000,000 Shares to raise $8,000,000.
5. Opinion and Conclusion
8. Independence Disclosure
(a) In our opinion, the Historical Statement of Financial Position is presented fairly in accordance with the recognition and measurement requirements of Australian
BDO Audit (QLD) Pty Ltd does not have any pecuniary interests that could reasonably be regarded as being capable of affecting its ability to give an unbiased opinion
in relation to this matter. BDO Audit (QLD) Pty Ltd has provided advisory services and will receive a professional fee for the preparation of this report. The Directors of BDO Audit (QLD) Pty Ltd do not hold nor have any interest in any Shares of the Company. Consent to the inclusion of the Independent Accountant's Report in this Prospectus in the form and context in which it appears has been given. At the date of this report consent has not been withdrawn.
This report is not intended to take the place of any professional advice and investors should not make specific investment decisions in reliance on the information contained in the report. Before acting or relying on any information, an investor should consider whether it is appropriate for their circumstances having regard to their objectives, financial situation or needs.
9. General Advice Limitation This report has been prepared and included in the Prospectus to provide investors with general information only and does not take into account the objectives, financial situation or needs of any specific investor.
BDO Audit (QLD) Pty Ltd
Damian Wright Director
Annexure 1 Renaissance Uranium Limited Historical and Pro-Forma Statements of Financial Position Note
Audited Historical 30 June 2010 $
Reviewed Pro-Forma 30 June 2010 $
CURRENT ASSETS Cash and cash equivalents
NON-CURRENT ASSETS Exploration and evaluation expenditure
TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES
NON-CURRENT LIABILITIES Trade and other payables
TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS
EQUITY Issued capital
Options reserve
Accumulated losses
Notes to the 30 June 2010 Financial Statements and Pro-Forma Financial Report
1. Statement of Significant Accounting Policies The following is a summary of the material accounting policies adopted by the company in the preparation of the financial information. The accounting policies have been consistently applied, unless otherwise stated.
Basis of Preparation Going concern The financial statements have been prepared on a going concern basis which contemplates the continuity of normal business activities and the realisation of assets and discharge of liabilities in the ordinary course of business. The ability of the economic entity to continue and adopt the going concern assumption will depend upon a number of matters including the successful raising in the future of necessary funding through debt, equity or farm-out, or the successful exploration and subsequent exploitation of the Company's Tenements. As at 30 June 2010 there was an excess of current liabilities over current assets. Subsequent to 30 June 2010, the Company completed a capital raising of $225,000 through the placement of 7,500,000 ordinary shares at a price of $0.03 and a seed capital raising of $1,715,000 through the placement of 14,291,667 ordinary shares at a price of $0.12. The Company is currently preparing the necessary documentation to complete a capital raising of $8 million and list on the Australian Securities Exchange.
Reporting basis and conventions The financial statements have been prepared on an accruals basis and are based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities.
Accounting Policies A. Revenue Recognition Revenue is recognised at the fair value of consideration received or receivable. Amounts disclosed as revenue are net of returns, trade allowances and duties and taxes paid. The following specific recognition criteria must also be met before revenue is recognised:
Interest Revenue is recognised as interest accrues using the effective interest method. The effective interest method uses the effective interest rate which is the rate that exactly discounts the estimated future cash receipts over the expected life of the financial asset.
B. Income tax The income tax expense (revenue) for the year comprises current income tax expense (income) and deferred tax expense (income). Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated using the applicable income tax rates enacted, or substantially enacted, as at reporting date. Current tax liabilities (assets) are therefore measured at the amounts expected to be paid to (recovered from) the relevant taxation authority. Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well as unused tax losses. Current and deferred income tax expense (income) is charged or credited directly to equity instead of the profit or loss when the tax relates to items that are credited or charged directly to equity. Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where amounts have been fully expensed but future tax deductions are available. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss. Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates enacted or substantively enacted at reporting date. Their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability. Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised. Where temporary differences exist in relation to investment in subsidiaries, branches, associates and joint ventures, deferred tax assets and liabilities are not recognised where
the timing of the reversal of the temporary difference can be controlled and it is not probable that the reversal will occur in the foreseeable future. Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where a legally enforceable right of set-off exists, the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.
C. CASH AND CASH EQUIVALENTS Cash and cash equivalents include cash on hand, deposits held at call with banks, other short term highly liquid investments with original maturities of 3 months or less and bank overdrafts. Bank overdrafts are shown within shortterm borrowings in current liabilities on the Statement of Financial Position.
D. FINANCIAL INSTRUMENTS Recognition and initial measurement Financial assets and financial liabilities are recognised when the entity becomes a party to the contractual provisions to the instrument. For financial assets, this is equivalent to the date that the company commits itself to either the purchase or sale of the asset (ie. trade date accounting is adopted). Financial instruments are initially measured at fair value plus transaction costs, except where the instrument is classified 'at fair value through profit or loss', in which case transaction costs are expensed to profit or loss immediately. Classification and subsequent measurement Finance instruments are subsequently measured at either of fair value, amortised cost using the effective interest rate method, or cost. Fair value represents the amount for which an asset could be exchanged or a liability settled, between knowledgeable, willing parties. Where available, quoted prices in an active market are used to determine fair value. In other circumstances, valuation techniques are adopted. Amortised cost is calculated as: a. the amount at which the financial asset or financial liability is measured at initial recognition; b. less principal repayments; c. plus or minus the cumulative amortisation of the difference, if any, between the amount initially recognised and the maturity amount calculated using the effective interest method; and d. less any reduction for impairment. The effective interest method is used to allocate interest income or interest expense over the relevant period and is equivalent to the rate that exactly discounts estimated
future cash payments or receipts (including fees, transaction costs and other premiums or discounts) through the expected life (or when this cannot be reliably predicted, the contractual term) of the financial instrument to the net carrying amount of the financial asset or financial liability. Revisions to expected future net cash flows will necessitate an adjustment to the carrying value with a consequential recognition of an income or expense in profit or loss. The Group does not designate any interests in subsidiaries, associates or joint venture entities as being subject to the requirements of accounting standards specifically applicable to financial instruments. (i) Financial assets at fair value through profit or loss Financial assets are classified at 'fair value through profit or loss' when they are either held for trading for the purpose of short-term profit taking, derivatives not held for hedging purposes, or when they are designated as such to avoid an accounting mismatch or to enable performance evaluation where a Group of financial assets is managed by key management personnel on a fair value basis in accordance with a documented risk management or investment strategy. Such assets are subsequently measured at fair value with changes in carrying value being included in profit or loss. (ii) Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost. Loans and receivables are included in current assets, except for those which are not expected to mature within 12 months after the end of the reporting period. (All other loans and receivables are classified as non-current assets.) (iii) Held-to-maturity investments Held-to-maturity investments are non-derivative financial assets that have fixed maturities and fixed or determinable payments, and it is the Group's intention to hold these investments to maturity. They are subsequently measured at amortised cost. Held-to-maturity investments are included in non-current assets, except for those which are expected to mature within 12 months after the end of the reporting period. (All other investments are classified as current assets.) If during the period the Group sold or reclassified more than an insignificant amount of the held-to-maturity investments before maturity, the entire held-to-maturity investments category would be tainted and reclassified as available-for-sale. (iv) Available-for-sale financial assets Available-for-sale financial assets are non-derivative financial assets that are either not suitable to be classified into other categories of financial assets due to their nature, or they are designated as such by management. They comprise investments in the equity of other entities where there is neither a fixed maturity nor fixed or determinable payments. Available-for-sale financial assets are included in non-current assets, except for those which are expected to mature within 12 months after the end of the reporting period. (All other financial assets are classified as current assets.)
(v) Financial liabilities Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortised cost. Derivative instruments Renaissance Uranium Limited designates certain derivatives as either: • hedges of the fair value of recognised assets or liabilities or a firm commitment (fair value hedge); or • hedges of highly probable forecast transactions (cash flow hedges). At the inception of the transaction the relationship between hedging instruments and hedged items, as well as the entity's risk management objective and strategy for undertaking various hedge transactions is documented. Assessments, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions have been and will continue to be highly effective in offsetting changes in fair values or cash flows of hedged items, are also documented. (i) Fair value hedge Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the statement of comprehensive income, together with any changes in the fair value of hedged assets or liabilities that are attributable to the hedged risk. (ii) Cash flow hedge The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is deferred to a hedge reserve in equity. The gain or loss relating to the ineffective portion is recognised immediately in the statement of comprehensive income. Amounts accumulated in the hedge reserve in equity are transferred to the statement of comprehensive income in the periods when the hedged item will affect profit or loss. Fair value Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine the fair value for all unlisted securities, including recent arm's length transactions, reference to similar instruments and option pricing models. Impairment At each reporting date, the Group assesses whether there is objective evidence that a financial instrument has been impaired. In the case of available-for-sale financial instruments, a prolonged decline in the value of the instrument is considered to determine whether an impairment has arisen. Impairment losses are recognised in the statement of comprehensive income.
to make payment when due, are recognised as a financial liability at fair value on initial recognition. The guarantee is subsequently measured at the higher of the best estimate of the obligation and the amount initially recognised less, when appropriate, cumulative amortisation in accordance with AASB 118: Revenue. Where the entity gives guarantees in exchange for a fee, revenue is recognised under AASB 118. The fair value of financial guarantee contracts has been assessed using a probability weighted discounted cash flow approach. The probability has been based on: • the likelihood of the guaranteed party defaulting in a year period; • the proportion of the exposure that is not expected to be recovered due to the guaranteed party defaulting; and • the maximum loss exposed if the guaranteed party were to default. Derecognition Financial assets are derecognised where the contractual rights to receipt of cash flows expire or the asset is transferred to another party whereby the entity no longer has any significant continuing involvement in the risks and benefits associated with the asset. Financial liabilities are derecognised where the related obligations are either discharged, cancelled or expired. The difference between the carrying value of the financial liability extinguished or transferred to another party and the fair value of consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised in profit or loss.
E. EXPLORATION AND DEVELOPMENT EXPENDITURE Exploration, evaluation and development expenditure incurred is accumulated in respect of each identifiable area of interest. Such expenditures comprise net direct costs and an appropriate portion of related overhead expenditure but do not include overheads or administration expenditure not having a specific nexus with a particular area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage which permits reasonable assessment of the existence of economically recoverable reserves and active or significant operations in relation to the area are continuing. A provision is raised against exploration and evaluation expenditure where the Directors are of the opinion that the carried forward net cost may not be recoverable or the right of tenure in the area lapses. The increase in the provision is charged against the results for the year. Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made.
Financial guarantees
When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves.
Where material, financial guarantees issued, which require the issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails
A regular review has been undertaken on each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.
Costs of site restoration are provided over the life of the facility from when exploration commences and are included in the costs of that stage. Site restoration costs include the dismantling and removal of mining plant, equipment and building structure, waste removal, and rehabilitation of the site in accordance with clauses of mining permits. Such costs have been determined using estimates of future costs, current legal requirements and technology on an undiscounted basis. Any changes in the estimates for the costs are accounted on a prospective basis. In determining the costs of site restoration, there is uncertainty regarding the nature and extent of the restoration due to community expectations and future legislation. Accordingly the costs have been determined on the basis that restoration will be completed within 1 year of abandoning the site.
been adopted in the preparation of the interim financial report for 30 June 2010. The company expects to first apply these Standards and Interpretations in the financial report of the company relating to the annual reporting year beginning after the effective date of each pronouncement. The Directors anticipate that the adoption of these Standards and Interpretations in future years will have no material financial impact on the financial statements of the company.
J. CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS Critical accounting estimates and assumptions
F. TRADE AND OTHER PAYABLES Trade and other payables represent the liability outstanding at the end of the reporting period for goods and services received by the company during the reporting period, which remain unpaid. The balance is recognised as a current liability with the amounts normally paid within 30 days of recognition of the liability.
G. SHARE CAPITAL Ordinary shares are classified as equity. Costs directly attributable to the issue of new shares or options are shown as a deduction from the equity proceeds, net of any income tax benefit. Costs directly attributable to the issue of new shares or options associated with the acquisition of a business are included as part of the purchase consideration.
H. GST Revenues and expenses are recognised net of GST except where GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item. Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the Statement of Financial Position.
Details of critical accounting estimates and assumptions about the future made by management at the end of the reporting period are set out below: (i) Key estimates – impairment The Company assesses impairment at each reporting date by evaluating conditions specific to the Company that may lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset is determined. Value-in-use calculations performed in assessing recoverable amounts incorporate a number of key estimates. No assets are considered impaired at year end. (ii) Key judgements – exploration and evaluation expenditure The Company performs regular reviews on each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. While there are certain areas of interest from which no reserves have been extracted, the Directors are of the continued belief that such expenditure should not be written off since feasibility studies in such areas have not yet concluded. Such capitalised expenditure is carried at the end of the reporting period at $12,691.
2. Cash and cash equivalents Reconciliation of Pro-Forma cash assets $
Cash flows are included in the Statement of Cash Flows on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority, are classified as operating cash flows.
Cash and cash equivalents at 30 June 2010
Proceeds from the issue of Shares to initial seed investors
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.
Proceeds from the issue of Shares to further seed investors
Payment of partial fee for raising $1,715,000 of further seed capital
I. ACCOUNTING STANDARDS ISSUED BUT NOT YET EFFECTIVE
Proceeds from the issue of Shares pursuant to this Prospectus
At the date of authorisation of the financial report, certain Standards and Interpretations were on issue but not yet effective. These Standards and Interpretations have not
Payment of estimated issue costs with respect to this Prospectus Pro-Forma cash and cash equivalents
(657,597) 9,502,196
3. Exploration and evaluation expenditure
Shares issued as consideration of Kurilpa Uranium Pty Ltd Shares issued or to be issued (as partial consideration) on granting of the Minister's consent to the joint venture agreement with Hitalba Gold Pty Ltd
Reconciliation of Pro-Forma exploration and evaluation expenditure
$ Exploration and evaluation expenditure at 30 June 2010
Exploration and evaluation asset acquired on acquisition of Kurilpa Uranium Pty Ltd (refer note 8)
Exploration and evaluation asset acquired on entering into a joint venture agreement with Hitalba Gold Pty Ltd.
Pro-Forma exploration and evaluation expenditure
4. Issued capital Reconciliation of Pro-Forma issued capital No. Shares issued at 30 June 2010 Shares issued to further seed investors Shares issued as partial fee for raising $1,715,000 of further seed capital Shares issued as consideration of Kurilpa Uranium Pty Ltd Shares issued or to be issued on granting of the Minister's consent to the joint venture agreement with Hitalba Gold Pty Ltd Shares issued pursuant to this Prospectus Pro-Forma issued capital
30,000,000 7,500,000 14,291,667 708,333 20,000,000 750,000
Payment of estimated issue costs with respect to this Prospectus applied against equity
Options issued to underwriters as IPO fee
Pro-Forma issued capital
4(a) The Company has entered into a joint venture agreement with Hiltaba Gold Pty Ltd (Hiltaba). Commencement of the agreement is conditional upon ministerial consent being granted to the Joint Venture Agreement as soon as practicable.
Shares issued to initial seed investors
By way of reimbursement for certain past expenditure on the Joint Venture Tenement, the Company is required to issue to Hiltaba or its nominee 750,000 Shares and 750,000 Options (exercisable at $0.24 each and expiring 4 years from the date of issue). The Company is required to make a minimum spend of $500,000 on an initial exploration program on the Joint Venture Tenement within 18 months of execution of the Joint Venture Agreement (as noted in Annexure 1, Note 7). Subject to meeting this minimum spend, the Company may elect by notice in writing to Hiltaba (at any time within the minimum spend period) to continue sole funding exploration and have a right to earn a participating interest in the joint venture. Upon issue of an election notice, the Company must issue to Hiltaba or its nominees a further 750,000 Shares and 750,000 Options (on different terms as set out in Section 9.2 of the Prospectus). As the issue of these further 750,000 Shares and 750,000 Options is conditional on the Company issuing an election notice, they have not been included in the Proforma Statement of Financial Position.
5. Reserves
113,250,000 Reconciliation of Pro-Forma Reserves
Reconciliation of Pro-Forma issued capital Options reserve at 30 June 2010
$ Issued capital at 30 June 2010
Issue costs of the initial seed capital fee Options
Shares issued as partial fee for further seed capital raising
Issue costs of the further seed capital raising
Issue of initial seed capital fee Options Issue of consultant Options
Issue of Director Options
Issue of senior management Options
Issue of Underwriter Options
Options issued or to be issued (as partial consideration) on granting of the Minister's consent to the joint venture agreement with Hitalba Gold Pty Ltd Pro-Forma Reserves
5(a) See note 4(a) above.
6. Accumulated losses Reconciliation of Pro-Forma accumulated losses $ Accumulated losses at 30 June 2010
Payment of estimated issue costs with respect to this Prospectus applied against profit/loss
Issue of consultant Options
Pro-Forma accumulated losses
7. Non-current liabilities The Company has entered into a joint venture agreement with Hiltaba providing for the Company to earn an interest of up to 75% of EL 3978 and any other mining title or
right to explore or use land in connection with exploration or mining activities and which become subject to the joint venture agreement (Joint Venture Tenement). The agreement includes the requirement to make a minimum spend of $500,000 on an initial exploration program on the Joint Venture Tenement within 18 months of execution of the joint venture agreement. An additional liability of $500,000 has therefore been included and discounted to reflect the present value of the future cash flows. This amounts to $467,852. The Directors used the risk free discount rate of 4.53%.
8. Other Subsequent to 30 June 2010, the Company completed the acquisition of Kurilpa Uranium Pty Ltd, issuing 20,000,000 Shares as full consideration. The net assets (of Kurilpa Uranium Pty Ltd) acquired consisted of various tenement applications for exploration licences in the Northern Territory, so the value in the issue of 20,000,000 Shares (at a deemed price of $0.03) has been ascribed in full to exploration assets.
Section 8 Risk Factors 8.1 Introduction An investment in the Shares being offered under this Prospectus is not risk free. Exploration and evaluation for minerals is generally considered a high-risk activity. An investor could lose most or all of any investment. The future performance of Renaissance Uranium and the future investment performance of the Shares may be influenced by a range of factors. Many are outside the control of the Board. Prior to making any decision to accept the Offer, investors should carefully consider the risk factors applicable to the Company set out in this section, in addition to their own knowledge and enquiries. Some of the risks may be mitigated by the Company using safeguards and appropriate systems, and taking certain actions. Some of the risk may be outside the control of Renaissance Uranium and not capable of mitigation. There are also general risks associated with any investment in Shares. The risks described below are not to be taken as exhaustive. The specific risks considered and others not specifically referred to may in the future materially affect the financial performance of the Company and the value of the Shares offered under this Prospectus. Investors should read this Prospectus in its entirety and consult their professional advisers before deciding whether to apply for Shares pursuant to this Prospectus.
8.2 General risks Share Market Risk Prior to the Offer, there has been no public market for the Shares. The Shares may trade on ASX at higher or lower prices than the Offer Price following listing. Investors who decide to sell their Shares after listing may not receive the entire amount of their original investment. There can be no guarantee that an active market in the Shares will develop or that the price of the Shares will increase. The market price of Shares and Options can be expected to rise and fall in accordance with general market conditions and factors specifically affecting the Australian resources sector and exploration companies in particular. The Shares carry no guarantee in respect of profitability, dividends, return on capital, or the price at which they may trade on ASX.
There are a number of factors (both national and international) that may affect the share market price including: • Economic conditions and general economic outlook; • Changes in Australian and international stock markets; • Interest rates and inflation rates; • Currency fluctuations; • Perception of investors towards particular market sectors; • Taxation, government and monetary policies; and • The demand for and supply of capital. Neither the Company nor its Directors have control of those factors.
General Economic Conditions Changes in the general economic climate in which Renaissance Uranium operates may adversely affect the financial performance of the Company. Factors that may contribute to that economic climate include the general level of economic activity, interest rates, inflation and other economic factors. The price of commodities and level of activity within the mining industry will also be of particular relevance to Renaissance Uranium. These factors are beyond the control of the Company and the Company cannot, with any degree of certainty, predict how they will impact on the Company.
Legislative Change Changes in government regulations and policies may adversely affect the financial performance or the current and proposed operations generally of the Company. Other than as set out in Section 8.3, the Company is not aware of any other current or proposed material changes in relevant regulations or policy.
Unforeseen Expenses Whilst the Company is not aware of any expenses that may need to be incurred that have not been taken into account, if such expenses were subsequently incurred, the expenditure proposals of the Company may be adversely affected.
8.3 Risks Specific to an Investment in the Company Investors should be aware of the risks specific to an investment in the Company described below.
Government Policy Regarding Uranium The Company's activities in the uranium sector are governed by State and Federal Governments. Currently, the Company holds tenements (or has applications for tenements) in South Australia and the Northern Territory. The Labor Governments of South Australia and the Northern Territory support existing uranium mines and are receptive to new uranium projects in those jurisdictions. The Federal Government currently permits the mining and export of uranium under strict international agreements designed to prevent nuclear proliferation. Currently, almost all uranium produced from Australian mines is exported. The export of uranium is tightly controlled by the Federal Government through its licensing process and Australian uranium can only be exported to those countries where there are arrangements in place to ensure that it is only used for peaceful purposes. Changing attitudes to energy sources, environmental, land care, cultural heritage and indigenous land rights issues, together with the nature of the political process, provide the possibility for future policy changes. Changes in government, monetary policies, taxation and other laws may have a significant impact on activities, operations and prosperity of companies and consequently, returns to investors. Government policies and regulations regarding uranium vary in different States and Territories and there are different governing parties in relation to uranium exploration, mining and marketing in different States and Territories. There is a risk that such changes may affect the Company's exploration plans or, indeed, its rights and/or obligations with respect to the tenements and could have a material adverse effect on the Company. In addition, the Company will be required to comply with State and Federal laws relating to the protection of workers and the public against the dangers of radiation, the export of uranium, the protection of the environment, Aboriginal culture and heritage, native title, labour standards and a range of other matters. Compliance with these laws impacts on the costs of the Company's activities (by increasing such costs) and failure by the Company to comply with such laws may have a material adverse effect on the Company.
Public Perception Uranium mining and the use and export of uranium is subject to significant, and often negative, media attention. There is also significant ongoing debate regarding the benefits and dangers of uranium as an energy source. This may result in regulatory changes which could impact on the Company's operations.
Exploration and Evaluation Risk The Company has an interest in a number of uranium permits which are at various stages of exploration and potential investors should understand that uranium exploration and development are high risk undertakings. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited. There can be no assurance that the Company's planned exploration and appraisal activities will be successful. Further, the Company's exploration and appraisal activities are dependent upon the grant and maintenance of appropriate licences, permits, resource consents, access arrangements and regulatory authorities (authorisations) which may not be granted or may be withdrawn or made subject to limitations. In particular, the approval processes for uranium mining are more rigorous than other forms of mining with various state and federal requirements to be met. There is a risk that should economic deposits of uranium be discovered, the necessary state and federal approvals may not be granted, may be significantly delayed or may make the deposit uneconomic. Although the authorisations may be renewed following expiry or granting (as the case may be), there can be no assurance that such authorisations will be renewed or granted on the same terms. There are also risks that there could be delays in obtaining such authorisations. If the Company does not meet its work and/or expenditure obligations under its authorisations, this may lead to dilution of its interest in, or the loss of such authorisations. The business of commodity development and production involves a degree of risk. Amongst other factors, success is dependent on successful design, construction and operation of efficient gathering, processing and transportation facilities. Even if the Company discovers or recovers potentially commercial quantities of uranium from its exploration activities, there is no guarantee that the Company will be able to successfully transport these resources to commercially viable markets or sell the resources to customers to achieve a commercial return.
Changes in the Uranium Price The Company's possible future revenues will probably be derived mainly from uranium and/or from royalties gained from potential joint ventures or from mineral projects sold. Consequently, the Company's potential future earnings are likely to be closely related to the price of uranium. Uranium prices fluctuate and are affected by numerous industry factors including demand for uranium, forward selling by producers, production cost levels in major producing regions and macroeconomic factors, e.g. inflation, interest rates, currency exchange rates and global and regional demand for, and supply of, uranium. If the market price of uranium sold by the Company were to fall below the costs of production and remain at such a level for any sustained period, the Company would experience losses and could have to curtail or suspend some or all of its proposed mining activities. In such circumstances, the Company would also have to assess the economic impact of any sustained lower commodity prices on recoverability.
Operational Risk If the Company is successful in its exploration efforts and decides to develop and commission a mine, the operations of the Company including mining and processing may be affected by a range of factors. These include failure to achieve predicted results in exploration, mining and processing, commissioning mechanical failure, metallurgical problems, adverse weather conditions, industrial and environmental accidents, industrial disputes, and capital and operating cost increases.
for the use of uranium. Advances in other non-carbon baseload power generation methods (including geothermal power generation) could see the demand for uranium as a fuel source decrease, which would be likely to have a negative impact on the Company and the value of the Shares.
The occurrence of any of these risks could result in substantial losses to the Company due to injury or loss of life, damage to or destruction of property, natural resources or equipment, pollution or other environmental damage, cleanup responsibilities, regulatory investigation and penalties or suspension of operations and being unable to comply with contractual obligations. Damages occurring to third parties as a result of such risks may give rise to claims against the Company.
Renaissance Uranium's ability to effectively implement its business strategy over time may depend in part on its ability to raise additional funds. There can be no assurance that any such equity or debt funding will be available to the Company on favourable terms or at all. If adequate funds are not available on acceptable terms, the Company may not be able to take advantage of opportunities or otherwise respond to competitive pressures. If the Company raises additional funds through the issue of equity securities, this may dilute the existing shareholders.
Resource and Reserves Risk
Reliance on Key Personnel
The future success of the Company will depend on its ability to find or acquire uranium reserves that are economically recoverable. There can be no assurance that the Company's planned exploration activities will result in significant resources or reserves or that it will have success mining uranium. Even if the Company is successful in finding or acquiring uranium reserves or resources, reserve and resource estimates are estimates only and no assurance can be given that any particular level of recovery from uranium resources or reserves will in fact be realised or that an identified uranium resource will ever qualify as commercially viable which can be legally and economically exploited. Market price fluctuations in the price of uranium, as well as increased production costs or reduced recovery rates may render uranium reserves and resources containing relatively lower grades of mineralisation uneconomic and may ultimately result in a restatement of reserves and/or resources. Short-term operating factors relating to the uranium reserves and resources, such as the need for orderly development of the ore bodies and the processing of new or different mineral grades may cause a mining operation to be unprofitable in any particular accounting period and may adversely affect the Company's profitability.
Whilst Renaissance Uranium has just a few executives and senior personnel, its progress in pursuing its exploration and evaluation programs within the time frames and within the costs structure as currently envisaged could be dramatically influenced by the loss of existing key personnel or a failure to secure and retain additional key personnel as the Company's exploration program develops. The resulting impact from such loss would be dependent upon the quality and timing of the employee's replacement.
Industrial Risk
Uranium is used primarily as a fuel source for electricity generation and as such is in direct competition with other more conventional sources of energy which include gas, coal and hydro-electricity. The growth of the nuclear power industry (with any consequential increase in demand for uranium) beyond its current level will be driven by continued and increased acceptance of nuclear technology as a means of generating electricity. Various factors, including political, technological and environmental considerations (both locally and globally) influence the decision of power producers to choose uranium rather than other fuels. Alternative energy sources may impact negatively on the growth of the uranium industry; however, increasing concerns in relation to carbon-based emissions have strengthened the case
Although Renaissance Uranium's key personnel have a considerable amount of experience and have previously been successful in their pursuits of acquiring, exploring and evaluating mineral projects, there is no guarantee or assurance that they will be successful in their objectives pursuant to this Prospectus.
Exchange Rate Risk The revenues, earnings, assets and liabilities of Renaissance Uranium may be exposed adversely to exchange rate fluctuation.
Industrial disruptions, work stoppages and accidents in the course of Renaissance Uranium's operations could result in losses and delays, which may adversely affect profitability.
Insurance Arrangements The Company intends to ensure that insurance is maintained within ranges of coverage that the Company believes to be consistent with industry practice and having regard to the nature of activities being conducted. No assurance however, can be given that the Company will be able to obtain such insurance coverage at reasonable rates or that any coverage it arranges will be adequate and available to cover any such claims.
Contractual Risks Renaissance Uranium is a party to various contracts. Whilst Renaissance Uranium will have various contractual rights in the event of non compliance by a contracting party, no assurance can be given that all contracts to which Renaissance Uranium is a party will be fully performed by all contracting parties. Additionally, no assurance can be given that if a contracting party does not comply with any contractual provisions, Renaissance Uranium will be successful in securing compliance.
Management Actions Directors of the Company will, to the best of their knowledge, experience and ability (in conjunction with their management) endeavour to anticipate, identify and manage the risks inherent in the activities of the Company, but without assuming any personal liability for the same, with the aim of eliminating, avoiding and mitigating the impact of risks on the performance of the Company and its security.
Environmental Regulation and Risk The Company's operations and projects are subject to State, Territory and Federal laws and regulation regarding environmental hazards, in particular, with respect to issues of radiation and contamination. These laws and regulations set various standards regulating certain aspects of health and environmental quality and provide for penalties and other liabilities for the violation of such standards and establish, in certain circumstances, obligations to remediate current and former facilities and locations where operations are or were conducted. Significant liability could be imposed on the Company for damages, clean up costs, or penalties in the event of certain discharges into the environment, environmental damage caused by previous owners of property acquired by the Company or its subsidiaries, or non compliance with environmental laws or regulations. The Company proposes to minimise these risks by conducting its activities in an environmentally responsible manner, in accordance with applicable laws and regulations and where possible, by carrying appropriate insurance coverage.
Land Access Risk Land access is critical for exploration and evaluation to succeed. In all cases the acquisition of prospective tenements is a competitive business, in which propriety knowledge or information is critical and the ability to negotiate satisfactory commercial arrangements with other parties is often essential. Access to land for exploration purposes can be affected by land ownership, including private (freehold) land, pastoral lease and native title land or claims under the Native Title Act 1993 (Cth) (NTA). The Company may need to enter into compensation arrangements with landowners or occupiers for the impact on land by the proposed exploration. Rights to mineral tenements carry with them various obligations in regard to minimum expenditure levels and
responsibilities in respect of the environment, safety and water management. Failure to observe these requirements could prejudice the right to maintain title to a given area.
Native Title Risk The effect of the NTA is that existing and new tenements held by the Company may be affected by native title claims and procedures. The Company has not undertaken the historical, legal or anthropological research and investigations at the date of this Prospectus that would be required to form an opinion as to whether any existing or future claim for native title could be upheld over a particular parcel of land covered by a tenement. There is a potential risk that a determination could be made that native title exists in relation to land the subject of a tenement held or to be held by the Company or its subsidiaries which may affect the operation of the Company's business and development activities. In the event that it is determined that native title does exist or a native title claim is registered, the Company may need to comply with procedures under the NTA in order to carry out its operations or to be granted any additional rights such as a Mining Lease. Such procedures may take considerable time, involve the negotiation of significant agreements, involve a requirement to negotiate for access rights and require the payment of compensation to those persons holding or claiming native title in the land which is the subject of a tenement. The administration and determination of native title issues may have a material adverse impact on the position of the Company and its business.
Carbon Pollution Reduction Scheme In March 2009, the Federal Government released its exposure drafts in respect of the proposed introduction of a Carbon Pollution Reduction Scheme (CPRS). The CPRS Bill 2009 provides that from 1 July 2010 the mandatory requirements of the CPRS Cap and Trade system of Australian Emission Units will commence. In May 2009 the Government announced that it will delay the start of the CPRS by 1 year to 1 July 2011. In April 2010, the Federal Government announced that implementation of the scheme would be delayed until the conclusion of the current Kyoto commitment period (end of 2012). At this time, it is difficult for the Company to accurately determine how the CPRS may impact on the Company and its business activities if it is legislated. However any introduction of the CPRS, or of any new or modified form of tax on carbon or hydrocarbons may adversely affect the Company's future operations and its financial position.
Exploration Expenditure Risk The terms of the Company's granted Tenements include minimum expenditure requirements. Whilst proceeds of the Offer have been allocated for its exploration program to, in part, meet these expenditure requirements, the actual expenditure undertaken following the completion of
the Offer may be insufficient to meet those requirements. Whilst there is a risk that the terms of the Tenements may not be able to be complied with, the Company intends to mitigate this risk by re-evaluating its exploration program and budget, or considering other options including, where appropriate, surrendering parts of its tenements in order to manage its minimum expenditure obligations.
Application Risk The Company has a number of applications for ELs. Whilst the Company is not aware of any reason why the applications will not be granted, the grant involves the exercise of administrative functions (including discretion), which are beyond the control of the Company. Any failure of these applications to be granted may have a material adverse effect on the ability of the Company to explore for minerals on the areas comprised in those applications.
Transport and Infrastructure Capacity The ability of the Company to undertake successful mining operations in remote areas in the Northern Territory and South Australia at some time in the future will require the availability of basic infrastructure such as transport, power and water supply. Any absence of, or delays in establishment of required infrastructure to support a uranium mining operation may adversely impact on the Company and its business activities.
Limited Operating History The Company is a relatively new exploration company with limited operating history. The Company was incorporated in February 2009 and Kurilpa Uranium was incorporated in July 2009 and has yet to generate a profit from its activities. The Company will be subject to all of the business risks and
uncertainties associated with any new business enterprise, including the risk that it will not achieve its growth objective.
Competition There is competition within the mining industry for the discovery and acquisition of properties considered to have commercial potential. The Company competes with other mining companies, many of which have greater financial resources than the Company, for the acquisition of uranium claims, leases and other uranium interests as well as for the recruitment and retention of qualified employees and other personnel.
Maps and Diagrams The Company has commissioned and produced numerous diagrams and maps in this Prospectus to help identify and describe the Tenements and the targets sought by the Company on those Tenements. Maps and diagrams should only be considered an indication of the current intention of the Directors in relation to targets and potential areas for exploration and drilling, which may change.
8.4 General Whether or not income will result from projects undergoing exploration and appraisal programs is dependent on the successful establishment of exploration operations. Factors including costs, equipment availability and uranium prices affect successful project development, as does the design and construction of efficient exploration facilities, competent operation and management and prudent financial administration, including the availability and reliability of appropriately skilled and experienced consultants. The above list of risk factors should not to be taken as exhaustive of the risks faced by the Company or by investors in the Company.
Northern Territory landscape
Section 9 Summary of Material Contracts A summary of the material agreements to which the Company and its subsidiaries are a party is set out below:
9.1 Underwriting Agreement The Company has entered into an underwriting agreement with each of Bizzell Capital Partners Pty Ltd ACN 118 741 012, RBS Morgans Corporate Limited ACN 010 539 607 and Wilson HTM Corporate Finance Ltd ACN 057 547 323 (each an Underwriter) dated 9 November 2010 (Underwriting Agreements). Pursuant to the Underwriting Agreements the Underwriters have each agreed to partially underwrite the Offer as follows: (a) Bizzell Capital Partners Pty Ltd ACN 118 741 012 to the extent of $2.0 million; (b) RBS Morgans Corporate Limited ACN 010 539 607 to the extent of $3.0 million; and (c) Wilson HTM Corporate Finance Ltd ACN 057 547 323 to the extent of $3.0 million, (Underwritten Amount). The Underwriting Agreements collectively result in the Offer of $8.0 million being fully underwritten. The Underwriters may appoint sub-underwriters to sub-underwrite up to the Underwritten Amount. Amongst other matters, the Underwriting Agreements are conditional upon: (a) ASX indicating in writing by no later than 5pm (Brisbane time) on 6 December 2010 that the Company will be granted permission for admission of the Company to the Official List of ASX subject only to standard conditions customarily imposed by ASX; (b) ASX indicating in writing by no later than 5pm (Brisbane time) on 6 December 2010 that it will grant permission for quotation of the Shares on ASX subject only to standard conditions customarily imposed by ASX; and (c) if required under the terms of the Underwriting Agreement, the Company providing the Underwriter with a short fall notice and closing certificate within a certain time limit following closing of the Offer. The Company has agreed to pay each Underwriter a cash fee of 5% of the Underwritten Amount (Underwriting Fee). Additionally, the Company must also issue 1,000,000
Options to Bizzell Capital Partners Pty Ltd, 500,000 Options to RBS Morgans Corporate Limited and 500,000 Options to Wilson HTM Corporate Finance Ltd exercisable at $0.24 per Option and expiring on 31 December 2014. Each Underwriting Agreement provides that the Underwriter may terminate their obligations to underwrite the Underwritten Amount upon the happening of the following: (1) termination of joint underwriting agreement: the Underwriting Agreement entered by any other Underwriter is terminated; (2) lodgement of the Prospectus: the Company fails to lodge the Prospectus with ASIC on the date stipulated in the timetable set out in the Underwriting Agreement except where the sole reason for failing to lodge is an act or omission of the Underwriter; (3) quotation approval: approval for Quotation is refused or not granted, other than subject to standard conditions customarily imposed, or any other conditions accepted in writing by the Underwriter by the date stipulated in the timetable or if approval is granted, such approval is subsequently withdrawn, qualified or withheld before Completion; (4) S & P/ASX 200 Index fall: if the S & P/ASX 200 Index is at any time after the date of the Underwriting Agreement and prior to the date of allotment of the Shares more than 10% below the level of that Index at the close of ASX trading on the trading day before the date of this Prospectus; (5) adverse change: any material adverse change occurs in the assets, liabilities, share capital, share structure, financial position or performance, profits, losses or prospects of the Company and the Group (insofar as the position in relation to an entity in the Group affects the overall position of the Company) from those respectively disclosed in the accounts, Prospectus or the public information, including: (A) any material adverse change in the reported earnings or future prospects of the Company or an entity in the Group; (B) any material adverse change in the nature of the business conducted by the Company or an entity in the Group; (C) the insolvency or voluntary winding up of the Company or an entity in the Group or the
appointment of any receiver, receiver and manager, liquidator or other external administrator; (D) any material adverse change to the rights and benefits attaching to in Shares; or (E) any change that may have an effect which, in the reasonable opinion of the Underwriter, could result in: (i) a material adverse change in the financial position or prospects of the Company from that which exists at the date of the Underwriting Agreement; or (ii) the Underwriter's obligations under the Underwriting Agreement becoming materially more onerous than those which exist at the date of the Underwriting Agreement; or (iii) the success of the Offer being affected, to a material degree; (6) withdrawal: the Company withdraws the Prospectus or terminates the Offer; (7) repayment: any circumstance arises after lodgement of the Prospectus that results in the Company either repaying the money received from Applicants (other than to Applicants whose Applications were not accepted in whole or in part) or offering Applicants an opportunity to withdraw their Applications for Shares and be repaid their Application money; (8) no certificate: the Company does not provide a closing certificate in the manner required by the Underwriting Agreement; (9) judgment: a judgment in an amount exceeding $100,000.00 is obtained against the Company or a related body corporate of the Company and is not set aside or satisfied within 21 days; (10) process: any distress, attachment, execution or other process of a governmental agency in an amount exceeding $100,000.00 is issued against, levied or enforced upon any of the assets of the Company or a related body corporate of the Company and is not set aside or satisfied within 21 days; (11) financial assistance: the Company or a related body corporate passes or takes any steps to pass a resolution under Section 260B of the Corporations Act, without the prior written consent of the Underwriter; (12) suspends payment: the Company or a related body corporate of the Company suspends payment of its debts generally; (13) insolvency: the Company or a related body corporate of the Company is or becomes unable to pay its debts when they are due or is or becomes unable to pay its debts (within the meaning of the Corporations Act) or is presumed to be insolvent under the Corporations Act; (14) arrangements: the Company or a related body corporate of the Company enters into or resolves to enter into any arrangement, composition or compromise with, or assignment for the benefit of, its creditors or any class of them;
(15) ceasing business: other than as contemplated by the Prospectus, the Company or a related body corporate of the Company ceases or threatens to cease to carry on business; (16) ASIC inquiry into Offer: ASIC issues proceedings in relation to the Offer; or (17) supplementary prospectus: the Company lodges a supplementary prospectus without the consent of the Underwriter or fails to lodge a supplementary prospectus in a form acceptable to the Underwriter in circumstances where the Underwriter reasonably believes that the Company is prohibited by Section 728(1) of the Corporations Act from offering Shares under the Prospectus. The Underwriter may also have termination rights if any of the following occur: (1) disclosures in the Prospectus: a statement contained in the Prospectus is materially misleading or deceptive, or a matter required by the Corporations Act is omitted from the Prospectus (having regard to Sections 710, 711 and 716 of the Corporations Act); (2) market conditions: any material adverse change or disruption occurs in the existing financial markets, political or economic conditions of Australia, Japan, the United Kingdom, the United States of America or in the international financial markets or any material adverse change occurs in national or international political, financial or economic conditions, in each case the effect of which is that, in the reasonable opinion of the Underwriter reached in good faith after consultation with the Company, it is impracticable to market the Offer or to enforce contracts to issue, allot or transfer the Shares or that the success of the Offer is likely to be adversely affected; (3) disclosures in Due Diligence Report: any information supplied by or on behalf of the Company to the Underwriter in relation to the Company or any related body corporate or the Offer as part of the due diligence process or becomes materially misleading or deceptive; (4) material contracts: termination (other than those that terminate due to the effluxion of time) or a material amendment of any material contract of the Company in both cases which have a material adverse effect on the Company; (5) ASX quotation: if reasonable grounds exist for the Underwriter to believe that any conditions imposed by ASX in giving final approval for quotation of the shares will not be completed, fulfilled or waived by 15 December 2010 so as to result in the Shares being not granted Official Quotation by 15 December 2010; (6) hostilities: hostilities, political or civil unrest not presently existing commence (whether war has been declared or not) or a major escalation in existing hostilities, political or civil unrest occurs (whether war has been declared or not) involving any 1 or more of Australia, New Zealand, the United States of America, the United Kingdom, any member state of the European Union, Japan, Indonesia, Singapore, Malaysia, Hong Kong, North Korea or the Peoples Republic of China or a significant terrorist act is perpetrated on any of those countries or any diplomatic, military, commercial
or political establishment of any of those countries anywhere in the world; (7) general trading suspensions: trading in securities generally has been suspended or materially limited, for at least 1 trading day, by any of the New York Stock Exchange, the London Stock Exchange or ASX; (8) change in management: other than as contemplated in the Prospectus, a change in the board of Directors of the Company occurs without the prior written consent of the Underwriter; (9) legal proceedings and offence by Directors: any of the following occurs: (A) material legal proceedings against the Company; or
commenced
(B) any Director is disqualified from managing a corporation under Section 206A of the Corporations Act; (10) change to constitution: other than as contemplated by the Prospectus, prior to the allotment date the Company or any holder of a Share takes any procedural step to change the Constitution of the Company or the Company's capital structure occurs without the prior written consent of the Underwriter; (11) compliance with regulatory requirements: a material contravention by the Company or any related body corporate of the Corporations Act, the Listing Rules, its Constitution or any other applicable law or regulation; (12) Prospectus to comply: the Prospectus or any aspect of the Offer does not materially comply with the Corporations Act, the Listing Rules or any other applicable law or regulation; (13) notifications: any of the following notifications are made: (A) ASIC gives notice of an intention to hold a hearing under Section 739(2) of the Corporations Act or issues an order under Sections 739(1) or (3) of the Corporations Act; (B) an application is made by ASIC for an order under Part 9.5 of the Corporations Act in relation to the Prospectus or ASIC commences any investigation or hearing under Part 3 of the Australian Securities and Investments Commission Act 2001 (Cth) in relation to the Prospectus; (C) any person gives a notice under Section 733(3) of the Corporations Act or any person who has previously consented to the inclusion of their name in the Prospectus (or any Supplementary Prospectus) or to be named in the Prospectus withdraws their consent after lodgement; or
(15) representations and warranties: any representation or warranty contained in the Underwriting on the part of the Company is breached or becomes false, misleading or incorrect to a material extent; (16) prescribed occurrence: except as contemplated in the Prospectus, an event specified in Section 652C(1) or Section 652C(2) of the Corporations Act occurs, but replacing 'target' with 'Company'; (17) timetable: an event specified in the timetable set out in the Underwriting Agreement is delayed for more than 3 Business Days other than as the result of actions taken by the Underwriter or due to requirements of ASX (unless those actions were requested by the Company) or the actions of the Company (where those actions were taken with the Underwriter's prior consent); (18) change in laws: any of the following occurs which does or is likely to prohibit, materially restrict or regulate the Offer or materially reduce the likely level of valid Applications or materially affects the financial position of the Company or has a material adverse effect on the success of the Offer: (A) the introduction of legislation into the Parliament of the Commonwealth of Australia or of any State or Territory of Australia; (B) the public announcement of prospective legislation or policy by the Federal Government or the Government of any State or Territory or the Reserve Bank of Australia; or (C) the adoption by ASX or their respective delegates of any regulations or policy; (19) failure to comply: the Company or any related body corporate of the Company fails to comply in any material respect with any of the following: (A) a provision of its Constitution; (B) any statute; (C) the Listing Rules; (D) a requirement, order or request made by or on behalf of the ASIC, ASX or any governmental agency; or (E) any agreement entered into by it; (20) due diligence: there is a material omission from the results of the Due Diligence Investigation performed in respect of the Company or the verification material or the results of the Due Diligence Investigation or the verification material are false or misleading in a material respect.
(D) the Company or any related body corporate issues a public statement concerning the Offer which has not been approved by the Underwriter pursuant to the Underwriting Agreement;
The occurrence of the events listed in paragraphs (1) to (20) inclusive above will not entitle the Underwriter to terminate the Underwriting Agreement unless the Underwriter reasonably believes that the event has or is likely to have a material adverse effect on the outcome of the Offer or could give rise to liability for the Underwriter under any law or regulation and the Underwriter has afforded the Company a reasonable time (not exceeding 5 business days) to remedy the event if the event is capable of remedy.
(14) breach: the Company breaches any of their material obligations under the Underwriting Agreement;
In the event that an Underwriter terminates its Underwriting Agreement (Terminated Agreement), the other Underwriters
may elect to increase their Underwritten Amount by the underwritten amount the subject of the Terminated Agreement.
upon ministerial consent being granted to the Joint Venture Agreement as soon as practicable.
Where the Underwriter terminates the Underwriting Agreement as a result of a breach by the Company of any of its material obligations under the Underwriting Agreement and Completion does not occur or the Company terminates or withdraws the Offer, without the consent of the Underwriter (and it is not entitled to do so as a result of a material breach of the Underwriting Agreement by the Underwriter) and Completion does not occur, the Company must pay a termination fee in the amount of 25% of the cash component of the underwriting fee.
By way of reimbursement for certain past expenditure on the Joint Venture Tenement, the Company is required to issue to Hiltaba or its nominee 750,000 Shares and 750,000 Options (details of which are set out below).
As a term of the Underwriting Agreements, the Company agrees to indemnify the Underwriter, its officers, agents and employees (each an Indemnified Party) against any claim, action, damage, loss, liability, expense or payment which the Indemnified Party pays, suffers, incurs or is liable for (and including, but not limited to, any reasonable legal costs and expenses and any reasonable professional consultant's fees on a full indemnity basis) in respect of: (a) the Offer; (b) the Prospectus; (c) the allotment of Shares under the Offer to investors; (d) any breach of or failure to perform the Underwriting Agreement by the Company, or the Company failing to perform any of their obligations relating to the Offer; (e) any statement made or issued by an Indemnified Party to the extent the statement is made or issued in good faith and in reliance on the Prospectus or any material or information provided by or on behalf of the Company; (f) the occurrence of any of the termination events listed above; and (g) any claim that an Indemnified Party has a liability under the Corporations Act or any other applicable law in relation to the Prospectus or the Offer, except to the extent caused by or contributed to by the Indemnified Party, or by another Underwriter. The Underwriting Agreements contain covenants, warranties and representations and other terms in favour of the Underwriters typical for agreements of this nature.
9.2 Joint Venture Agreement Renaissance Uranium has entered into a joint venture agreement with Hiltaba Gold Pty Ltd (Hiltaba) (a wholly owned subsidiary of Stellar Resources Limited) dated 26 October 2010 (Joint Venture Agreement). The Joint Venture Agreement is in respect of EL 3978 and any other mining title or right to explore or use land in connection with exploration or mining activities and which become subject to the Joint Venture Agreement (Joint Venture Tenement) and provides for the Company to earn an interest of 75% in the Joint Venture Tenement upon satisfaction of various conditions. Commencement of the agreement is conditional
The Company is required to make a minimum spend of $500,000 on an initial exploration program on the Joint Venture Tenement within 18 months of execution of the Joint Venture Agreement. Subject to meeting this minimum spend, the Company may elect by notice in writing to Hiltaba (at any time within the minimum spend period) to continue sole funding exploration and have a right to earn a participating interest in the joint venture. Upon issue of an election notice, the Company must issue to Hiltaba or its nominee 750,000 Shares and 750,000 Options (details of which are set out below) (Election Securities). Upon issue of the Election Securities, the Company has a right to earn a 75% participating interest in the joint venture by sole funding exploration costs on the Joint Venture Tenement in an amount of $3 million during the period commencing on the date on which the earn in notice is given and ending 4 years later. In this regard, the Company is obliged to spend no less than $500,000 on exploration costs in each 12 month period during the earn in period. In the event that the Company does not meet the earn in spend during the earn in period, fails to meet the minimum annual spend in any 2 consecutive years or is otherwise in breach of its obligations under the Joint Venture Agreement and fails or refuses to rectify such breaches within 30 days of being given notice to rectify, the Company shall be deemed to have withdrawn from the joint venture and shall cease to have an interest in the joint venture or in the Joint Venture Tenement, however will not be released from any liability from any breach of the Agreement including a failure to meet the minimum initial spend (being $500,000) or the minimum annual spend (being $500,000 per year) in any period prior to withdrawal. So long as the Company is sole funding exploration costs and is not in default of the Joint Venture Agreement, it shall be the manager of the joint venture and operator of the Joint Venture Tenement and shall determine budgets and programs in its sole discretion. After completion of the earn in, a management committee shall be appointed which shall have the power to appoint and remove the manager and shall have control of the joint venture activities. Each joint venture party shall appoint 1 member on the committee and have a vote proportionate to its respective participating interest with decisions of the committee generally being made by simple majority vote with respect to participating interests. Specific decisions of the committee require the unanimous resolution of all parties to the joint venture, including with respect to an application for any new tenement or relinquishment of any area of the Joint Venture Tenement and approval of terms and conditions of any contract between the manager and any related entities. After the Company has ceased sole funding exploration costs all calls are to be paid proportionately to each party's participating interest. If a party elects not to contribute as required, its participating interest will be diluted in accordance with a specified formula which takes into account the deemed and actual expenditure of each party as at the earning period being $3.5 million with respect to Renaissance and approximately $1.2 million with respect to Hiltaba. In the event
the participating interest of a party is reduced below 5%, it is deemed to have withdrawn from the joint venture. After the Company has earned its participating interest, the committee may resolve to carry out a feasibility study and make a decision to mine the Joint Venture Tenement. In such a case each party will have 60 days to elect whether or not to participate in such development and a new mining joint venture will be formed (with interests being in proportion to the relative participating interest at the time of formation of the mining joint venture). The mining joint venture parties shall take in kind all production of minerals derived from the mining area and contribute to costs incurred in proportion to their respective mining joint venture interests. Following formation of the mining joint venture, the parties shall negotiate a further agreement to govern the terms of the mining joint venture, however, until such time as a new agreement is concluded, the terms of the Joint Venture Agreement shall continue to apply and govern the rights and obligations of the parties. Provided the Company is not in default of its obligations under the Joint Venture Agreement, Hiltaba is prohibited from dealing with or undertaking to deal with the Joint Venture Tenement or any part thereof in any way which would prejudice the Company's right to earn an interest under the Joint Venture Agreement and Hiltaba consents to the Company lodging a caveat against the Tenement in order to better protect its rights under this agreement. Each party is prohibited from assigning the whole or part of its interest in the Joint Venture Tenement or the joint venture established by the Joint Venture Agreement without the prior consent of the other party (which consent shall not be unreasonably withheld). As referred to above, under the Joint Venture Agreement, the Company is required to issue the following securities to Hiltaba or its nominee: • Within 5 business days of ministerial consent to the Joint Venture Agreement being granted, 750,000 Shares and 750,000 Options (Reimbursement Options); and • Within 5 business days of issuing an election notice under the Joint Venture Agreement, 750,000 Shares and 750,000 Options (Election Options). The terms of the Hiltaba Options are as follows:
9.3 Employment and Consultancy Agreements The Company has entered into a number of employment and consultancy agreements, the key terms and conditions of which are summarised below.
David Christensen The Company entered into an employment agreement with David Christensen dated 5 May 2010 (Christensen Agreement). Under the terms of the Christensen Agreement, David Christensen has agreed to be employed as the Managing Director and Chief Executive Officer of the Company. David will receive a salary of $300,000 per annum (inclusive of income tax but exclusive of superannuation) as well as expatriate medical and dental insurance policy and relocation costs. This is separate from any bonus or other compensation that the Board, in its sole discretion, pays to David from time to time reflecting the quality of the services being provided by him as an employee and the resulting benefit to the Company. The Christensen Agreement has a term of 3 years from the date of lodgement of this Prospectus unless terminated earlier in accordance with its terms. The Company or David may terminate the Christensen Agreement upon providing the other party with not less than 3 months written notice. In the event of serious misconduct by David or David is in material breach of the Christensen Agreement (which is not remedied within 30 days of receipt of written notice of the breach), the Company may terminate the Christensen Agreement immediately. In addition, the Company is entitled to terminate the Christensen Agreement upon the happening of various events in respect of David's solvency or conduct. In addition to the employment arrangements pursuant to the Christensen Agreement, David has been engaged as a consultant under a separate consultancy agreement for the period commencing on 5 May 2010 and ending on the date the Company lodges the Prospectus with the ASIC.
• For the Reimbursement Options, the exercise price shall be $0.24;
Geoff McConachy
• For the Election Options, the exercise price shall be equal to the 5 business day volume weighted average price prior to the election notice;
The Company entered into an employment agreement with Geoff McConachy dated 8 October 2010 (McConachy Agreement). Under the terms of the EA, Geoff McConachy has agreed to be employed as the Executive Director responsible for the Company's exploration activities.
• The Hiltaba Options will vest on the first anniversary of the latter of the date of issue and the date of Official Quotation of the Company's Shares on ASX; • The Hiltaba Options will lapse on the fourth anniversary of the date of issue; and • The Hiltaba Options will otherwise be on the terms set out in Section 10.5. The Joint Venture Agreement is governed by the laws of South Australia.
Geoff will receive a salary of $287,500 per annum (inclusive of income tax but exclusive of superannuation). This is separate from any bonus or other compensation that the Board, in its sole discretion, pays to Geoff from time to time reflecting the quality of the services being provided by him as an employee and the resulting benefit to the Company. The McConachy Agreement has a term of 3 years from the date of lodgement of this Prospectus unless terminated earlier in accordance with its terms.
The Company or Geoff may terminate the McConachy Agreement upon providing the other party with not less than 3 months written notice. In the event of serious misconduct by Geoff or Geoff is in material breach of the McConachy Agreement (which is not remedied within 30 days of receipt of written notice of the breach), the Company may terminate it immediately. In addition, the Company is entitled to terminate the McConachy Agreement upon the happening of various events in respect of Geoff's solvency or conduct.
unless terminated earlier pursuant to its terms. Vanerx may terminate the Vanerx Agreement upon providing the Company with not less than 3 months written notice. In the event of serious misconduct by Vanerx (or John Wright), the Company may terminate the Vanerx Agreement immediately. In addition, either party is entitled to terminate the Vanerx Agreement upon the other party's insolvency.
In addition to the employment arrangements pursuant to the McConachy Agreement, Geoff has been engaged as a consultant under a separate consultancy agreement for the period commencing on 1 October 2010 and ending on the date the Company lodges this Prospectus with the ASIC.
9.4 Company Secretary and CFO Agreement
C.G Anderson and Associates – Chris Anderson The Company entered into a services agreement with C.G Anderson and Associates (Anderson) on 27 October 2010 (Anderson Agreement). Under the terms of the Anderson Agreement, Anderson has agreed to provide geological and geophysical services and related services through its employee Christopher Anderson who will be appointed as a geophysicist of the Company. Anderson is required to provide 3 days of services per week and will be paid $11,000 per month (plus GST) and $1,000 (plus GST) per day for any additional service expressly agreed by the Company to be delivered and not comprised in the original services. The Anderson Agreement provides for fees for services rendered from 1 August 2010 and will continue until the second anniversary of the date of lodgement of this Prospectus, unless terminated earlier pursuant to its terms. Anderson may terminate the Anderson Agreement upon providing the Company with not less than 3 months written notice. In the event of serious misconduct by Anderson (or Christopher Anderson), the Company may terminate the Anderson Agreement immediately. In addition, either party is entitled to terminate the Anderson Agreement upon the other party's insolvency.
Vanerx Ltd – John Wright The Company entered into a services agreement with Vanerx Ltd (Vanerx) on 27 October 2010 (Vanerx Agreement). Under the terms of the Vanerx Agreement, Vanerx has agreed to provide geological services through its employee John Wright who will be appointed as a geologist of the Company. Vanerx is required to provide 3 days of services per week and will be paid $11,000 per month (plus GST) and $1,000 (plus GST) per day for any additional service expressly agreed by the Company to be delivered and not comprised in the original services. The Company was also require to issue to Vanerx (or its nominee) 700,000 Options (details of which are set out in Section 10.5). The Vanerx Agreement provides for fees for services rendered from 1 July 2010 and will continue until the second anniversary of the date of lodgement of this Prospectus,
The Company has entered into a Services Agreement with Corporate Administration Services Pty Ltd (CAS) and Duncan Cornish, dated 26 July 2010 (Services Agreement). Under the terms and conditions of the Services Agreement, CAS has agreed to provide certain corporate secretarial, administration and other services to the Company. Additionally, Duncan Cornish has agreed to act as the secretary and chief financial officer of the Company. CAS will receive a base fee for provision of the services of $55,000 per 6 months (exclusive of GST) commencing on the date the Company lists on ASX. In addition, the Company has issued to CAS 1,200,000 Options with an exercise price of $0.24 (CAS Options). Further details of the CAS Options are set out in Section 10.5. If at the request of the Company, CAS or Duncan Cornish provide additional services to the Company, CAS shall be paid additional remuneration at an hourly rate. The Company is also obliged to reimburse CAS for all reasonable and necessary expenses incurred by CAS in providing services pursuant to the Services Agreement. The term of the Services Agreement will end 6 months after listing of the Company on ASX, unless terminated earlier in accordance with the provisions of the Services Agreement. Both the Company and CAS are entitled to terminate the Services Agreement upon giving not less than 1 month's written notice. In the event that a party is in breach of the Services Agreement either party may terminate the Services Agreement immediately on written notice. In addition, the Company is entitled to terminate the Services Agreement upon the happening of various events in respect of CAS' solvency or other conduct of CAS or Duncan Cornish. CAS is also entitled to terminate the Services Agreement upon the happening of various events in respect of the Company's solvency. In the event that the Company gives notice that the role of CFO under the Services Agreement ceases, the Company must pay an adjusted fee to CAS equivalent to $27,500 per 6 months from the date of notice of termination until the end of the agreed term, with respect to the company secretarial services provided by CAS.
9.5 Non-Executive Directors Letter of Appointment The Company has entered into letters of appointment with each of the non-executive Directors in respect to their
appointment as non-executive Directors of the Company. The letters of appointment are each in standard form and detail the nature of each Director's appointment, their duties and their remuneration entitlements (as set out in Section 10 of this Prospectus).
9.6 Deeds of Access and Indemnity
9.7 Share Subscription Agreements The Company has entered into a series of Share Subscription Agreements with certain holders of Shares (Subscribers), obliging those persons to subscribe for Shares under this Prospectus. These Share Subscription Agreements are in a common form.
Each of the Directors and the Company Secretary of the Company have entered into a Deed with the Company whereby the Company has:
Upon the Company giving notice to the Subscribers under the Share Subscription Agreements the Subscribers are required to procure subscriptions for, in aggregate, 8,575,000 Shares under this Prospectus (representing Application Monies totalling $1.715 million).
(a) provided certain contractual rights of access to books and records of the Company to those Directors;
The following Subscribers are related parties of Renaissance Uranium:
(b) agreed to provide certain indemnities to each of the Directors and the Company Secretary to the extent permitted by the Corporations Act; and
(a) an entity associated with Stephen Bizzell who has an obligation to procure subscriptions for 104,000 New Shares (representing Application Monies totalling $20,800); and
(c) agreed to use its best endeavours to maintain Directors and officers indemnity insurance for those Directors and the Company Secretary subject to such insurances being secured on reasonable commercial terms.
(b) an entity associated with David Macfarlane who has an obligation to procure subscriptions for 240,000 New Shares (representing Application Monies totalling $48,000).
Section 10 Additional Information 10.1 Corporate Governance Incorporation of Corporate Governance Material For the purposes of this Prospectus, the Company also relies upon the provisions in Section 712 of the Corporations Act which enables the Company to incorporate material by reference into this Prospectus. Accordingly, rather than contain all the information that may be required to be set out in a standard document of this type in relation to the corporate governance practices of the Company, it incorporates by reference the Corporate Governance Charter of Renaissance Uranium dated 8 November 2010 (Charter) lodged with the ASIC on 9 November 2010. The Charter can be obtained, at no cost, from the Company's registered office and is also available on the Company's website, www.renaissanceuranium.com.au. The information contained below is provided for the purposes of Section 712(2) of the Corporations Act.
Synopsis of Material Incorporated into this Prospectus The Directors are responsible for protecting the rights and interests of the Shareholders through the implementation of sound strategies and action plans and the development of an integrated framework of controls over the Company's resources, functions and assets. The Board will constantly review and monitor the performance of the Board and the Company and implement changes as required.
The Company has appointed David Macfarlane as Chairman of the Company.
Committees The Board presently has an Audit and Risk Management Committee comprising Stephen Bizzell (as chair), David Macfarlane, Andrew Martin and Geoff McConachy. The Company has adopted an Audit and Risk Management Charter setting out the composition, purpose, powers and
The Company does not have any other formally constituted committees of the Board of Directors. The Directors consider that the Company is not of a size nor are its affairs of such complexity as to justify the formation of any other special or separate committees at this time. The Board as a whole is able to address the governance aspects of the Company's activities and ensure that it adheres to appropriate ethical standards. This statement outlines the main corporate governance policies which the Directors have adopted.
Composition of the Board The Board comprises 5 Directors. The names, qualifications and relevant experience of each Director are set out in Section 4 of this Prospectus. There is no requirement for any Director's shareholding qualification. As the Company's activities increase in size, nature and scope, the size of the Board will be reviewed periodically and the optimum number of Directors required to adequately supervise the Company's activities will be determined within the limitations imposed by the Constitution.
Board Membership The Board acts as a nomination committee. Members of the Board have been brought together to provide a blend of qualifications, skills and national and international experience required for managing a company operating within the mining industry.
Appointment and Retirement of Directors
scope of the Committee as well as reporting requirements to the Board as a whole. Extracts of this Charter are available at the Company's website, www.renaissanceuranium.com.au.
The Company's Constitution provides that Directors are subject to retirement by rotation, by order of length of appointment. Retiring Directors are eligible for re-election by shareholders at the annual general meeting of the Company.
Duties of Directors Directors are expected to accept all duties and responsibilities associated with the running of a public company, to act in the best interests of the Company and
to carry out their duties and responsibilities with due care and diligence. Directors are required to take into consideration conflicts when accepting appointments to other boards. Accordingly, Directors wishing to accept appointment to other boards must first seek approval from the Board, approval of which will not be unreasonably withheld.
Independent Professional Advice The Board has determined that individual Directors may, in appropriate circumstances, engage outside advisers at the Company's expense. The engagement of an outside adviser is subject to the prior approval of the Board, which will not be unreasonably withheld.
Compensation Arrangements The maximum aggregate amount payable to non-executive Directors as Director's fees has been set at $350,000 per annum. The Constitution provides that Director's fees can only change pursuant to a resolution at a general meeting. The Board is responsible for reviewing and negotiating the compensation arrangements of senior executives and consultants.
Internal Management Controls The Company's assets are located in Australia. Control over the operations is exercised by senior management. The Board also monitors the performance of outside consultants engaged from time to time to complete specific projects and tasks.
Identifying Significant Business Risks The Board regularly monitors the operational and financial performance of the Company's activities. It monitors and receives advice on areas of operation and financial risk and considers strategies for appropriate risk management. All operational and financial strategies adopted are aimed at improving the value of the Shares, however, the Directors recognise that mineral exploration and evaluation is inherently risky.
ASX Corporate Governance To further enhance listed entities' disclosure of corporate governance issues, the ASX Corporate Governance Council (CGC) was established on 1 August 2002. The CGC was established for the purpose of setting an agreed set of corporate governance standards of best practice for Australian listed entities. The CGC has released its second edition of Corporate Governance Principles and Recommendations (ASX Guidelines) which will apply to the Company's financial statements upon listing on ASX. The ASX Guidelines articulate 8 core principles that CGC believes underlie good corporate governance. The ASX Guidelines provide that a listed entity's Annual Report is required to disclose its main corporate governance practices
and also the extent to which the entity complies with the ASX Guidelines and where it does not, to explain why.
Trading Policies The Directors, executives and employees of the Company are subject to a number of restrictions in relation to them dealing in shares of the Company. As a general policy, Directors, executives and employees can only deal in shares in the Company during certain periods or in certain circumstances (e.g. a bonus issue), and then only after giving 24 hours notice of the intended transaction to the Chairman of the Board.
Corporate Governance Statement The Company has adopted a Corporate Governance Charter dated 8 November 2010 (Corporate Governance Charter) in order to implement and maintain a culture of good corporate governance both internally and in its external dealings. In adopting the Corporate Governance Charter the Board is mindful of the ASX Guidelines. Table 10.1 briefly addresses the areas where the Company has departed from the ASX guidelines. Where the Company's Corporate Governance practices do not correlate with the practices recommended by the CGC, the Company is working towards compliance, however it does not consider that all practices are appropriate for the Company due to the size and scale of the Company's operations. The Board is of the view that with the exception of the departures from the ASX guidelines as set out in Table 10.1, it otherwise complies with all of the ASX guidelines.
10.2 Rights Attaching to Shares in the Company A summary of the rights which relate to all Shares which may be issued pursuant to this Prospectus is set out below. This summary does not purport to be exhaustive or constitute a definitive statement of the rights and liabilities of the Company's Shares.
Voting At a general meeting of the Company on a show of hands, every member present in person or by proxy, attorney or representative has 1 vote and upon a poll, every member present in person, or by proxy, attorney or representative has 1 vote for every Share held by them.
Dividends The Shares will rank equally with all other issued Shares in the capital of the Company and may participate in dividends from time to time. Subject to the rights of holders of Shares of any special preferential or qualified rights attaching thereto, dividends are payable amongst
Table 10.1: Departures from ASX Guidelines ASX Principles and Recommendations
Summary of the Company's Position
Principle 1 – Lay solid foundations for management and oversight Recommendation 1.2 – Companies should disclose the process for evaluating the performance of senior executives
The Board has not established a separate nomination committee. In the absence of a formally constituted nomination committee, the full Board is responsible for the proper oversight of the Board, the Directors and senior management. The Board considers that given its size, no efficiencies or other benefits would be gained by establishing a separate committee.
Principle 2 – Structure board to add value Recommendation 2.1 – A majority of the board should be independent Directors
Presently under the ASX Guidelines it is considered that there is 1 independent Director, being David Macfarlane. While the Company does not presently comply with this Recommendation 2.1, the Company may consider appointing further independent Directors in the future. The Company believes that given the size and scale of its operations, noncompliance by the Company with this Recommendation 2.1 will not be detrimental to the Company.
Recommendation 2.4 – The board should establish a nomination committee
The Board's view is that the Company is not currently of the size to justify the formation of a separate nomination committee. The Board currently performs the functions of a nomination committee and where necessary will seek the advice of external advisers in relation to this role. The Board shall, upon the Company reaching the requisite corporate and commercial maturity, approve the constitution of a nomination committee to assist the Board in relation to the appointment of Directors and senior management.
Principle 4 – Safeguard integrity in financial reporting Recommendation 4.2 – The audit committee should be structured so that it: • Consists only of non-executive directors • Consists of a majority of independent directors • Is chaired by an independent chair, who is not chair of the board • Has at least 3 members
The Audit Committee is currently comprised of Stephen Bizzell (acting as chair), David Macfarlane, Andrew Martin and Geoff McConachy. While the Company does not presently comply with this Recommendation 4.2 (only Mr Macfarlane is considered independent under the ASX Guidelines and Mr McConachy is an Executive Director), the Company may consider appointing further independent Directors in the future at which time it may reconsider the composition of the audit committee. The Company believes that given the size and scale of its operations, non-compliance by the Company with this Recommendation 4.2 will not be detrimental to the Company.
Principle 8 – Remunerate fairly and responsibly Recommendation 8.1 – The board should establish a remuneration committee
The Board has not established a remuneration committee. The Board considers that given its size, no efficiencies or other benefits would be gained by establishing such a committee. The role of the remuneration committee is carried out by the full Board. The Company has adopted a Remuneration Committee Charter, which is set out in the Company's Corporate Governance Charter.
the holders of Shares in proportion to the amounts paid up on such Shares respectively at the date of declaration of the dividend. The Directors may from time to time pay to Shareholders such final and interim dividends as in their judgment the position of the Company justifies.
Winding Up Upon paying the Application money, Shareholders will have no further liability to make payments to the Company in the event of the Company being wound up pursuant to the provisions of the Corporations Act.
Transfer of Securities Generally, the Shares and Options in the Company will be freely transferable, subject to satisfying the usual
requirements of security transfers on ASX. The Directors may decline to register any transfer of Shares or Options, but only where permitted to do so under its Constitution or the Listing Rules.
Sale of Non-Marketable Holdings The Company may take steps in respect of non-marketable holdings of Shares in the Company to effect an orderly sale of those Shares in the event that holders do not take steps to retain their holdings. The Company may only take steps to eliminate nonmarketable holdings in accordance with the Constitution and the Listing Rules. For more particular details of the rights attaching to Shares in the Company, investors should refer to the Constitution of the Company.
10.3 Details of Shares Issued Prior to the Prospectus As at the date of this Prospectus the Company has 72,500,000 Shares on issue. These Share issues have occurred progressively since incorporation at the following different issue prices: • 30,000,000 Shares were issued to the preliminary Shareholders during the period from incorporation to May 2010 with an issue price of 0.001 cents per Share (Preliminary Shares); • 20,000,000 Shares were issued to the Kurilpa Vendors on 2 August 2010 at a deemed issue price of 0.001 cents per Share (Vendor Shares); • 7,500,000 Shares were issued to seed capital investors on 2 August 2010 at 3 cents per Share (Initial Seed Capital Shares); • 14,291,667 Shares were issued to further seed capital investors on 1 September 2010 at 12 cents per Share (Further Seed Capital Shares); and • 708,333 Shares were issued as a fee for raising the further seed capital on 1 September 2010 at 12 cents per Share (Fee Shares). The different issue prices reflect the different stages of development of the Company and its assets from time to time. In determining the issue price of these Shares the following factors were taken into account by the Directors: • in the case of the Preliminary Shares and Vendor Shares, the start-up nature of the business, the high level of initial risk involved at the time of establishment of the Company and the expenses incurred by the preliminary Shareholders in establishing the Company and undertaking preliminary activities prior to and after the incorporation of the Company; • in the case of the Initial Seed Capital Shares, Further Seed Capital Shares and Fee Shares, the fact that whilst the Company's prospects may have been advanced justifying a higher subscription price than paid by the preliminary Shareholders, there was still risk attaching to investment in the Company, the issue prices necessarily being reflective of the level of that risk; and • in the case of the Preliminary Shares, Vendor Shares, Initial Seed Capital Shares, Further Seed Capital Shares and Fee Shares, the lack of certainty that the Company would be successful in an initial public offering. Additionally, Renaissance Uranium has an obligation to issue up to 1.5 million Shares to Hiltaba pursuant to the Joint Venture Agreement. The Hiltaba Shares have a deemed issue price of $0.12 each reflecting that whilst Renaissance Uranium's prospects may have been advanced justifying a higher subscription price than paid by the preliminary Shareholders, there was still risk attaching to an investment in the Company. As at the date of this Prospectus, no Shares have been issued to Hiltaba, however, the Company anticipates that 750,000 Shares will be issued to Hiltaba in the near future (before or shortly after the IPO, as the issue of these Shares is only conditional upon ministerial
approval of the Joint Venture Agreement). The balance of 750,000 Shares will only be issued to Hiltaba if Renaissance Uranium issues an election notice to continue sole funding exploration and have a right to earn a participating interest in the joint venture (further details of which are set out in Section 9.2). Renaissance Uranium has almost 18 months to make this determination and the issue of these Shares is therefore ultimately at the election of Renaissance Uranium.
10.4 Directors' interests in Renaissance Uranium The interests of Directors and their associates in the securities of the Company at the date of this Prospectus are as follows: Name
Number of Number of Shares1 Options1, 2
David Macfarlane (NonExecutive Chairman)3
David Christensen (Managing Director)
Geoff McConachy (Executive Director)
20,000,0004
Andrew Martin (Non-Executive Director) Stephen Bizzell (NonExecutive Director)5 Note
1. These securities may be subject to ASX escrow conditions governing their resale (see Section 1.16). 2. Further details of these Options are set out in Section 10.5. 3. An entity associated with David Macfarlane has an obligation to procure subscriptions for 240,000 New Shares pursuant to a Share Subscription Agreement, details of which are set out in Section 9.7. 4. These 20,000,000 Shares are held by St. Lucia Resources Capital Fund Pty Ltd as trustee (9,000,000 Shares) and SLRI Pty Ltd as trustee (11,000,000 Shares). As Andrew Martin holds more than 20% of the issued shares of both companies, he is deemed to have a relevant interest in those Shares and is required to include those Shares in disclosing his Director's interests. Andrew Martin does not have an interest in any other Shares. 5. An entity associated with Stephen Bizzell has an obligation to procure subscriptions for 104,000 New Shares pursuant to a Share Subscription Agreement, details of which are set out in Section 9.7. In addition, Bizzell Capital Partners Pty Ltd, an entity associated with Stephen Bizzell, may be required to subscribe for up to 10,000,000 New Shares (inclusive of the 104,000 Shares referred to above) pursuant to the Underwriting Agreements, details of which are set out in Section 9.1. Renaissance Uranium is required to issue 1,000,000 Options to Bizzell Capital Partners pursuant to the Underwriting Agreement, details of which are set out in Section 10.5.
10.5 Rights Attaching to Options in the Company As at the date of this Prospectus the Company has on issue the following Options: Type
Number of Options
Vesting Date
Already vested
3 years after the date of Official Quotation
2,400,000Note 1
Date of Official Quotation
1 year after the date of Official Quotation
Initial Seed Placement Fee
Director Options Consultant Options
Additionally: • Renaissance Uranium is required to issue 2,000,000 Options to the Underwriters pursuant to the Underwriting Agreements. The Options to be issued pursuant to the Underwriting Agreements will vest on issue, have an exercise price of $0.24 each and will expire on 31 December 2014. • Renaissance Uranium has an obligation to issue up to 1.5 million Options to Hiltaba pursuant to the Joint Venture Agreement. Details of the Options are set out in Section 9.2. As at the date of this Prospectus, no Options have been issued to Hiltaba, however, Renaissance Uranium anticipates that 750,000 Options will be issued to Hiltaba in the near future (before or shortly after the IPO, as the issue of these Options is only conditional upon ministerial approval of the Joint Venture Agreement). The balance of 750,000 Options will only be issued to Hiltaba if Renaissance Uranium determines that it will issue an election notice to continue sole funding exploration and have a right to earn a participating interest in the joint venture (further details of which are set out in Section 9.2). Renaissance Uranium has almost 18 months to make this determination and the issue of the balance of 750,000 Options to be issued to Hiltaba is therefore ultimately at the election of Renaissance Uranium. A summary of the material terms of the Options currently on issue in the Company and of the Options to be issued pursuant to the Underwriting Agreements is set out below. (1) The Options are options to subscribe for Shares. (2) The Options are transferable in whole or in part. (3) The Options may be exercised wholly or in part by delivering a duly completed form of notice of exercise together with a cheque for the exercise price per Option to the Company at any time on or after the
vesting date and on or before the expiry date (subject to Note 1 below). (4) Upon the valid exercise of the Options and payment of the exercise price, the Company will issue Shares ranking pari passu with the then issued shares. (5) Option holders do not have any right to participate in new issues of securities in the Company made to shareholders generally. The Company will, where required pursuant to the Listing Rules, provide Option holders with notice prior to the books record date (to determine entitlements to any new issue of securities made to shareholders generally) to exercise the Options, in accordance with the requirements of the Listing Rules. (6) The Option holder does not participate in any dividends unless the Options are exercised and the resultant Shares are issued prior to the record date to determine entitlements to the dividend. (7) The Company does not intend to apply for listing of the Options on ASX. (8) The Company shall apply for listing on ASX of the resultant Shares of the Company issued upon exercise of any Option. (9) If there is a pro rata issue (except a bonus issue), the exercise price of a Option may be reduced according to the following formula: On = O - E[P - (S + D)] N+1 Where: On = the new exercise price of the Option; O = the old exercise price of the Option;
E = the number of underlying Shares into which 1 Option is exercisable; P = the average market price per Share (weighted by reference to volume) of the underlying Shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date; S = the subscription price for a Share under the pro rata issue; D = the dividend due but not yet paid on existing underlying Shares (except those to be issued under the pro rata issue); and N = the number of Shares with rights or entitlements that must be held to receive a right to 1 new Share. (10) If there is a bonus issue to the holders of Shares in the Company, the number of Shares over which the Option is exercisable may be increased by the number of Shares which the Option holder would have received if the Option had been exercised before the record date for the bonus issue. (11) The terms of the Options shall only be changed if holders (whose votes are not to be disregarded) of Shares in the Company approve of such a change. However, the terms of the Options shall not be changed to reduce the Exercise Price, increase the number of Options or change any period for exercise of the Options. (12) In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company:
10.6 Employee Share and Option Plan The Company has adopted an Employee Share and Option Plan (ESOP). At the date of this Prospectus, the Company has yet to issue any securities under the ESOP. A summary of the key terms of the ESOP is as follows: (a) The ESOP is to extend to eligible employees of the Company or an associated body corporate of the Company as the Board may in its discretion determine. (b) The total number of Shares to be issued by the Company to eligible employees in respect of which either Shares or Options have been issued under the ESOP shall not at any time exceed 5% of the Company's total issued ordinary Share capital in that class at that time when aggregated with: (1) the number of Shares in the same class which would be issued if each outstanding offer with respect to Shares or Options under any share option scheme of the Company were accepted and exercised; and (2) the number of Shares in the same class issued during the previous 5 years pursuant to: (A) the ESOP to an eligible employee; or (B) any employee share option scheme of the Company,
but excluding for the purposes of the calculation, any offer made, or Option acquired or Share issued by way of or as a result of:
(A) the number of Options, the Exercise Price of the Options, or both will be reconstructed (as appropriate) in a manner consistent with the Listing Rules as applicable at the time of reconstruction, but with the intention that such reconstruction will not result in any benefits being conferred on the holders of the Options which are not conferred on Shareholders; and
(A) any offer to a person situated at the time of receipt of the offer made outside of this jurisdiction; or
(B) subject to the provisions with respect to rounding of entitlements as sanctioned by a meeting of Shareholders approving a reconstruction of capital, in all other respects the terms for the exercise of the Options will remain unchanged.
(c) The price at which the Shares and Options are to be issued will be determined by the Board.
Note 1: In addition to the terms set out above, notwithstanding the expiry date set out in the table above, these Consultant Options will expire on the earlier of the expiry date set out in the table, or the business day after the expiration of 3 months, or any longer period which the Board determines, after the relevant consultant ceases to be engaged by the Company or an associated body corporate of the Company where: (a) the Company terminates the consultant for cause as defined under any consultancy agreement entered into between the Company and the consultant (Consultancy Agreement); (b) the Company terminates the consultant on grounds of fraud or dishonesty; or (c) the consultant terminates the Consultancy Agreement within 2 years after the date of Official Quotation, and as at the date of cessation, there is more than 3 months remaining until the options issued to that consultant expire.
(B) an offer that did not require disclosure to investors because of Section 708 of the Corporations Act; or (C) an offer made under a disclosure document within the meaning of the Corporations Act.
(d) The exercise price of an Option is to be determined by the Board at its sole discretion. (e) The vesting date will be any such date or dates with respect to the Options or tranches of Options (as the case may be) as may be determined by the Board from time to time. (f) The Option commencement date will be the date to be determined by the Board prior to the issue of the relevant Options. (g) The Option exercise period commences on the Option commencement date and ends on the earlier of: (1) the expiration of such period nominated by the Board at its sole discretion at the time of the grant of the Option but being not less than 2 years; or (2) the business day after the expiration of 3 months, or any longer period which the Board may determine,
after the eligible employee ceases to be employed by the Company or an associated body corporate of the Company; or (3) the eligible employee ceasing to be employed by the Company or an associated body corporate of the Company due to fraud or dishonesty. (h) Eligibility to participate is determined by the Board. Eligibility is restricted to eligible employees of the Company or an associated body corporate of the Company. The Board is entitled to determine: (1) subject to the terms of the ESOP, the total number of Options to be offered in any 1 year to eligible employees; (2) the eligible employees to whom offers will be made; and (3) the terms and conditions of any Options granted, subject to the ESOP. (i) Participants do not participate in dividends or in bonus issues unless the Options are exercised. (j) Option holders do not have any right to participate in new issues of securities in the Company made to shareholders generally. The Company will, where required pursuant to the Listing Rules, provide Option holders with notice prior to the books record date (to determine entitlements to any new issue of securities made to shareholders generally) to exercise the Options, in accordance with the requirements of the Listing Rules. (k) In the event of a pro rata issue (except a bonus issue) made by the Company during the term of the Options the Company may adjust the exercise price for the Options in accordance with a specified formula. (l) The Board has the right to vary the entitlements of all participants to take account of the effective capital reconstructions, bonus issues or rights issues. (m) The terms of the Options shall only be changed if holders (whose votes are not to be disregarded) of Shares in the Company approve of such a change. However, the terms of the Options shall not be changed to reduce the Exercise Price, increase the number of Options or change any period for exercise of the Options. (n) The Board may impose as a condition of any offer of Shares and Options under the ESOP any restrictions on the transfer or encumbrance of such Shares and Options as it determines. (o) The Board may vary the ESOP. (p) The ESOP is separate to and does not in any way form part of, vary or otherwise affect the rights and obligations of a participant under the terms of his or her employment or arrangement. (q) At any time from the date of an offer of Shares or Options until the acceptance date of that offer, the Board undertakes that it shall provide information as to: (1) the current market price of the Shares; and (2) the acquisition price of the Shares or Options offered where this is calculated by reference to a formula, as at the date of the Offer,
to any participant by mail (or such other form of notification as agreed by the Company and the participant) within 3 Business Days of a written request to the Company from that participant to do so.
10.7 Limitation on Foreign Ownership The only limitations under Australian law on the rights of non-Australian residents to hold or vote the Shares of an Australian company are in the Foreign Acquisitions and Takeovers Act 1975 (Cth) (the FATA). The FATA regulates acquisitions giving rise to ownership of substantial amounts of a company's shares. The FATA prohibits: (a) any natural person not ordinarily resident in Australia; or (b) any corporation in which either a natural person not ordinarily resident in Australia or a foreign corporation (as defined in the FATA) holds a controlling interest; or (c) 2 or more such persons or corporations, from entering into an agreement to acquire shares if after the acquisition such person or corporation would hold a substantial interest in a corporation, or where 2 or more persons or corporations would hold an aggregate substantial interest (defined below), without first applying in the prescribed form for approval thereof by the Australian Treasurer and receiving such approval or receiving no response in the 40 days after such application was made. A holder will be deemed to hold a substantial interest in a corporation if the holder alone or together with any associates (as defined in the FATA) is in a position to control not less than 15% of the voting power in the corporation or holds interests in not less than 15% of the issued shares in that corporation. 2 or more holders hold an aggregate substantial interest in a corporation if they, together with any associates (as so defined), are in a position to control not less than 40% of the voting power in that corporation or hold not less than 40% of the issued Shares in that corporation. The Constitution of the Company contains no limitations on a non resident's right to hold or vote the Company's Shares.
10.8 Litigation The Company is not engaged in any litigation which has or would be likely to have a material adverse effect on either the Company or its business.
10.9 Liability of Other Persons Named in this Prospectus Notwithstanding that they may be referred to elsewhere in this Prospectus:
HopgoodGanim Lawyers are named in the Corporate Directory as Solicitors to the Offer. They were involved in the preparation of the Report set out in Section 6 of this Prospectus and they have been involved in the process of reviewing this Prospectus for consistency with the material contracts. In doing so, they have placed reasonable reliance upon information provided to them by the Company and other third parties. They do not make any other statement in this Prospectus. HopgoodGanim will be paid for work performed in accordance with usual time based charge out rates and estimate their professional costs at $141,000 (excluding disbursements and GST), at the date of this Prospectus. David Tonkin & Associates are named in the Corporate Directory as Independent Geological Consultants to the Company. They were involved in the preparation of the Independent Geologist's Report, which is set out in Section 5 of this Prospectus. In doing so, they have placed reasonable reliance upon information provided to them by the Company and other third parties. They do not make any other statement in this Prospectus. They will be paid for work performed in accordance with usual time based charge out rates and estimate their professional costs at $14,000 (excluding disbursements and GST), at the date of this Prospectus. BDO Audit (QLD) Pty Ltd are named in the Corporate Directory as Independent Accountants and Auditors to the Company. They were involved in the preparation of the Independent Accountant's Report set out in Section 7 of this Prospectus. In doing so, they have placed reasonable reliance upon information provided to them by the Company and other third parties. They do not make any other statement in this Prospectus. BDO Audit (QLD) Pty Ltd will be paid for work performed in accordance with usual time based charge out rates and estimate their professional costs at $12,500 (excluding disbursements and GST), at the date of this Prospectus. Link Market Services Limited has given its written consent to be named as the Share Registrar in the form and context in which it is named and has not withdrawn its consent prior to lodgement of this Prospectus with ASIC. Link Market Services Limited has had no involvement in the preparation of any part of the Prospectus other than being named as the Share Registrar to the Company. Link Market Services Limited has not authorised or caused the issue of, and expressly disclaims and takes no responsibility for, any part of the Prospectus. Bizzell Capital Partners Pty Ltd (Bizzell Capital Partners), an entity associated with Stephen Bizzell, a Director of the Company, is named in the Corporate Directory as a Joint Lead Manager and a Joint Underwriter to the Offer. Bizzell Capital Partners has given its written consent to be named as a Joint Lead Manager and Joint Underwriter to the Offer in the form and context in which it is named and has not withdrawn its consent prior to lodgement of this Prospectus with ASIC. Bizzell Capital Partners has not authorised or caused the issue of this Prospectus and does not make or purport to make any statement in this Prospectus. In consideration of Bizzell Capital Partners' role as Joint Lead Manager and Joint Underwriter to the Offer it will receive a fee as set out in Section 9.1 of this Prospectus. RBS Morgans Corporate Limited (RBS Morgans) is named in the Corporate Directory as a Joint Lead Manager and a Joint Underwriter to the Offer. RBS Morgans has given its
written consent to be named as a Joint Lead Manager and Joint Underwriter to the Offer in the form and context in which it is named and has not withdrawn its consent prior to lodgement of this Prospectus with ASIC. RBS Morgans has not authorised or caused the issue of this Prospectus and does not make or purport to make any statement in this Prospectus. In consideration of RBS Morgans' role as Joint Lead Manager and Joint Underwriter to the Offer it will receive a fee as set out in Section 9.1 of this Prospectus. Wilson HTM Corporate Finance Ltd (Wilson HTM) is named in the Corporate Directory as a Joint Lead Manager and a Joint Underwriter to the Offer. Wilson HTM has given its written consent to be named as a Joint Lead Manager and Joint Underwriter to the Offer in the form and context in which it is named and has not withdrawn its consent prior to lodgement of this Prospectus with ASIC. Wilson HTM has not authorised or caused the issue of this Prospectus and does not make or purport to make any statement in this Prospectus. In consideration of Wilson HTM's role as Joint Lead Manager and Joint Underwriter to the Offer it will receive a fee as set out in Section 9.1 of this Prospectus. There are a number of persons referred to elsewhere in this Prospectus who are not experts and who have not made statements included in this Prospectus, nor are there any statements made in this Prospectus on the basis of any statements made by those persons. These persons did not consent to being named in the Prospectus and did not authorise or cause the issue of the Prospectus.
10.10 Consent of Experts HopgoodGanim Lawyers, David Tonkin & Associates and BDO Audit (Qld) Pty Ltd have acted as experts and have given, and have not before the lodgement of this Prospectus, withdrawn their written consent to the issue of this Prospectus, with the statement purporting to be made by them or to be made on a statement by them, included in the form and context in which it is included. To the extent permitted by law, they each disclaim any responsibility for any misleading statements or omissions in this Prospectus.
10.11 Directors' Fees The Constitution of the Company provides that the non-executive Directors are entitled to remuneration as determined by the Company in general meeting to be apportioned among them in such manner as the Directors agree and, in default of agreement, equally. The aggregate maximum remuneration for non-executive Directors currently determined by the Company is $350,000 per annum. Additionally, non-executive Directors will be entitled to be reimbursed for properly incurred expenses. At present, the Board of the Company is constituted by 2 Executive Directors and 3 Non-Executive Directors. The Executive Directors have been engaged by the Company pursuant to agreements, the terms of which are summarised in Section 9 of this Prospectus. The Board has agreed that the Executive Directors shall not be paid Directors' fees in addition to the fees payable pursuant to their employment agreements, details of which are set out in Section 9, that the Non-Executive Chairperson
shall be paid a fee of $60,000 per annum and that other Non-Executive Directors shall be paid a fee of $40,000 per annum each. If a Non-Executive Director performs extra services, which in the opinion of the Directors are outside the scope of the ordinary duties of the Director, the Company may remunerate that Director by payment of a fixed sum determined by the Directors in addition to or instead of the remuneration referred to above. However, no payment can be made if the effect would be to exceed the maximum aggregate amount payable to Non-Executive Directors. A Non-Executive Director is entitled to be paid travelling and other expenses properly incurred by them in attending Directors' or General Meetings of the Company or otherwise in connection with the business of the Company. The remuneration of any Executive Director may from time to time be fixed by the Directors. The remuneration may be by way of salary or commission or participation in profits but may not be by commission on, or a percentage of, operating revenue. Except as disclosed in Sections 9 and 10, no remuneration will be payable to the Executive Director. In addition to the fees noted above, the Directors (or their associated entities) have received the following fees from the Company prior to the date of this Prospectus: • An entity controlled by David Christensen has received $170,295 for consultancy services including pursuant to a consultancy agreement with the Company. • An entity controlled by Geoff McConachy has received $8,705 for consultancy services including pursuant to a consultancy agreement with the Company. • Bizzell Capital Partners Pty Ltd, an entity associated with Stephen Bizzell, has been issued 1,000,000 Options (further details of which are set out in Section 10.5) and 708,333 Shares at a deemed issue price of $0.12 per Share (further details of which are set out in Section 10.3), together with a cash fee of $750, in satisfaction of fees payable by the Company to Bizzell Capital Partners Pty Ltd relating to previous placements of Shares in the Company.
• property acquired or proposed to be acquired by the Company in connection with: -- its formation or promotion; or -- the Offer; or • the Offer, is set out in Sections 9 and 10 and elsewhere in this Prospectus. The amount that anyone has paid or agreed to pay, or the nature and value of any benefit anyone has given or agreed to give for services provided by: • a person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus; • a promoter of the Company; or • a stockbroker or underwriter (but not a sub-underwriter) to the Offer; in connection with: • the formation or promotion of the Company; or • the Offer; is set out in Sections 9 and 10 and elsewhere in this Prospectus. The amount (if any) that anyone has paid or agreed to pay, or the nature and the value of any benefit anyone has given or agreed to give to a Director of the Company, or proposed Director of the Company: • to induce them to become, or to qualify as, a Director of the Company; or • for services provided by a Director in connection with: -- the formation of the Company; or -- the Offer;
10.12 Interests of Experts, Advisers and Directors The nature and extent of the interests (if any) that: • the Directors of the Company and any proposed Directors of the Company; • a person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus; • a promoter of the Company; or • a stockbroker or underwriter (but not a sub-underwriter) to the Offer;
is set out in Sections 9 and 10 and elsewhere in this Prospectus.
10.13 Inspection of Documents Copies of the following documents may be inspected free of charge at the registered office of the Company and at the offices of HopgoodGanim Lawyers, Level 8, 1 Eagle Street, Brisbane during normal business hours: • Material Contracts in Section 9 of this Prospectus; • Constitution of the Company; • Consents referred to in this Prospectus;
holds, or held at any time during the last 2 years in:
• Full Report; and
• the formation or promotion of the Company;
• Corporate Governance Charter.
10.14 Costs of the Offer If the Offer proceeds, the total estimated costs of the Offer including capital raising fees and commissions, advisory, ASIC and ASX fees, Prospectus printing and miscellaneous expenses will be approximately $0.7 million.
10.15 Privacy By submitting an Application Form for Shares you are providing to the Company personal information about you. If you do not provide complete and accurate personal information, your application may not be able to be processed. The Company maintains the register of members of the Company through Link Market Services Limited, an external service provider. The Company requires Link Market Services Limited to comply with the National Privacy Principles while performing these services. The Company's register is required by law to contain certain personal information about you such as your name and address and number of Shares and Options held. In addition the Company collects personal information from members including contact details, bank accounts, membership details and tax file numbers. This information is used to carry out registry functions such as payment of dividends, sending annual and half yearly reports, notices of meetings, newsletters and notifications to the Australian Taxation Office. In addition, contact information will be used from time to time to inform members of new initiatives concerning the Company. The Company understands how important it is to keep your personal information private. The Company will only disclose personal information we have about you: • when you agree to the disclosure; • when used for the purposes for which it was collected; • when disclosure is required or authorised by law; • to other members of the Group;
10.16 Electronic Prospectus An electronic version of this Prospectus is available from www.renaissanceuranium.com.au. The Application Form may only be distributed attached to a complete and unaltered copy of this Prospectus. The Application Form included with this Prospectus contains a declaration that the investor has personally received the complete and unaltered Prospectus prior to completing the Application Form. The Company will not accept a completed Application Form if it has reason to believe that the investor has not received a complete paper copy or electronic copy of this Prospectus or if it has reason to believe that the Application Form or electronic copy of this Prospectus has been altered or tampered with in any way. While the Company believes that it is extremely unlikely that in the Offer period the electronic version of this Prospectus will be tampered with or altered in any way, the Company cannot give any absolute assurance that it will not be the case. Any investor in doubt concerning the validity or integrity of an electronic copy of this Prospectus should immediately request a paper copy of this Prospectus directly from the Company or a financial adviser.
10.17 Subsequent Events There has not arisen at the date of this Prospectus any item, transaction or event of a material or unusual nature not already disclosed in this Prospectus which is likely, in the opinion of the Directors of the Company to affect substantially: • the operations of the Company; • the results of those operations; or • the state of affairs of the Company.
• to your broker; or • to external service suppliers who supply services in connection with the administration of the Company's register such as mailing houses and printers, Australia Post and financial institutions. Shareholders have the right to access, update and correct personal information held by the Company and Link Market Services Limited except in limited circumstances. Shareholders wishing to access, update or correct personal information held by Link Market Services Limited or by the Company should contact the respective offices. If you have any questions concerning how the Company handles your personal information please contact the Company.
10.18 Consent to Lodgement Each of the Directors of the Company has consented to the lodgement of this Prospectus with the ASIC. Signed on behalf of the Company by:
Stephen Bizzell
Section 11 Glossary of Defined Terms Defined Terms $
Australian dollars (unless otherwise indicated)
AEST
Australian Eastern Standard Time
Australian Labour Party
A person applying for Shares offered by this Prospectus under the Offer
An application for Shares under the Offer
The Application Form enclosed with and forming part of this Prospectus for use by investors
Application Monies
Offer Price multiplied by the number of Shares applied for
ASTC Settlement Rules
The operating rules of the ASX Settlement and Transfer Corporation Pty Limited which apply while the Company is an issuer of CHESS-approved securities, each as amended or replaced from time to time
ASX Limited ABN 98 008 624 691
The board of Directors of the Company from time to time
A broker approved by the Company and the Joint Lead Managers
Broker Firm Applicants
Applicants who have been offered a firm allocation by their Broker
Broker Firm Offer
The invitation under this Prospectus to Australian or New Zealand resident retail investor clients of Brokers who have received a firm allocation of Shares from their Broker
Has the meaning ascribed to it in the Listing Rules
The proposed Carbon Pollution Reduction Scheme
Clearing House Electronic Sub-registry System operated by ASX
3 December 2010 or such other date as determined by the Board
Company or Renaissance Uranium
Renaissance Uranium Limited ACN 135 531 341
Constitution of the Company
Corporations Act
Corporations Act 2001 (Cth)
The Directors of the Company
EL 3978 East
An area of 648 km2 of EL 3978
EL 3978 West
Existing Shareholders
All holders of Shares in the Company at the date of this Prospectus
Exposure Period
The 7 day period from the date of lodgement of the Prospectus dated 9 November 2010 or as otherwise extended by ASIC
Foreign Acquisitions and Takeovers Act 1975 (Cth)
The Company and each of its subsidiaries
Heathgate Resources
Heathgate Resources Pty Ltd ACN 011 018 232
HEU Agreement
The 1993 government-to-government non-proliferation agreement between the United States and Russia, pursuant to which the United States and Russia agreed to commercially implement a 20 year program to convert 500 metric tonnes of highly enriched uranium taken from Soviet era warheads into lower concentration uranium suitable for use in civilian reactors
Hiltaba
Hiltaba Gold Pty Ltd ACN 099 086 683 (a wholly owned subsidiary of Stellar Resources Limited)
Hiltaba Options
Up to 1,500,000 Options to be issued to Hiltaba pursuant to the Joint Venture Agreement, details of which are set out in Section 9.2
Hiltaba Shares
Up to 1,500,000 Shares to be issued to Hiltaba pursuant to the Joint Venture Agreement, details of which are set out in Section 9.2
IOCGU
Iron-oxide, copper-gold-uranium
The Offer under this Prospectus
In-situ recovery: the recovery by chemical leaching of minerals from porous orebodies without physical excavation, also know as in-situ leaching and solution mining
Joint Venture Agreement
The joint venture agreement between the Company and Hiltaba dated 26 October 2010, details of which are set out in Section 9.2
Joint Lead Managers
Bizzell Capital Partners Pty Ltd ACN 118 741 012, RBS Morgans Corporate Limited ACN 010 539 607 and Wilson HTM Corporate Finance Ltd ACN 057 547 323
Kilometre(s)
Kurilpa Uranium
Kurilpa Uranium Pty Ltd ACN 138 309 627
Kurilpa Vendors
The vendors of all of the shares in Kurilpa Uranium sold to the Company on or about 2 August 2010
The listing of the Shares on ASX
The official listing rules of ASX
Metre(s)
The official market rules of ASX
New Shares
New Shares means 40,000,000 Shares offered under this Prospectus
NNTT
National Native Title Tribunal
NTPCs
Native Title Protection Conditions
The offer and issue, respectively, of 40,000,000 Shares at the Offer Price to raise $8.0 million
20 cents ($0.20) per Share
The Official List of ASX
Official Quotation
Quotation on the Official List of ASX
Options to subscribe for Shares in the Company
Parts per million: quantitative equivalent of g/t
This Prospectus which is dated 9 November 2010 as modified or varied by any supplementary prospectus made by the Company with ASIC from time to time and any electronic copy of this prospectus and any supplementary prospectus
Link Market Services Limited
Holders of Shares in the Company from time to time
Fully paid ordinary shares in the capital of the Company from time to time
The tenements of the Group listed in Annexure A in Section 6
UF6
The chemical symbol for uranium hexafluoride
U3O8
The chemical symbol for uranium oxide
Underwriting Agreements
The agreements entered by each of the Underwriters and the Company on or about 9 November 2010 with respect to the underwriting of the Underwritten Amount of the Offer, further details of which are set out in Section 9.1
Underwritten Amount
VALMIN Code
The Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports (The VALMIN Code, 2005 Edition)
WNA
technical Terms Adelaidean
A time period from 870 to 570 million years ago
aeromagnetic survey
A survey made from the air for the purpose of recording magnetic survey data on rocks, syn. Aeromagnetometry
aircore drilling
Rotary drilling method whereby sample is delivered to the surface inside the rod string by compressed air. Typically utilised in shallow drilling of weathered or poorly consolidated rock
A metamorphic rock often consisting of amphibole and plagioclase and formed from basic igneous rocks such as dolerites or basalts
Value or feature higher, lower or different to that expected or to the average
Geophysical survey with data acquired from an aircraft or helicopter
Athabasca Basin
Proterozoic basin in the Canadian Saskatchewan Province, host to high grade uranium deposits at and near the basal unconformity
A much older harder rock surface underlying more recent deposits
Rock consisting of angular fragments in a finer-grained matrix, distinct from conglomerate
calcrete
A calcareous desert soil, or in soil precipitate, formed from crystallisation of calcite and associated carbonates by evaporation of upward moving solution. Frequently sampled for geochemical exploration
carbonaceous
A description for a sedimentary rock containing organic or inorganic carbon
carbonate
Generally a sedimentary rock containing minerals with the CO3 radical
A drilling technique whereby a continuous cylindrical sample is produced
craton
A relatively immobile part of the earth, generally of large size and over 600 million years old
dolomitic
Containing calcium magnesium carbonate mineral or dolomite, generally sediments or meta-sediments
down hole
A radiometric survey run down a drill hole
Geophysical survey measuring the alternating magnetic fields associated with electrical currents artificially or naturally maintained in the subsurface
emanometry
A survey system based on extraction of soil gas and detection of radon
epithermal
Hydrothermal activity within 1 kilometre of the earths surface in a temperature range 50 to 200 degrees Celsius, usually forming veins
evaporite
A chemical sediment formed of the residue after evaporation of a solution
Exploration Areas
Areas which are geologically prospective but which do not contain identified resources or reserves of mineralisation
An assemblage of rock, mineral or fossil content indicating the depositional environment
A fracture in rocks on which there has been movement on one of the sides relative to the other and parallel to the fracture
One of the commonest minerals, consisting of alkali aluminium silicates
Plain resulting from sediment deposited over the bands of a river during floods
Of or found in rivers
Gawler Craton
Area of stable crystalline Archaean to Mesoproterozoic rocks covered in part by Neoproterozoic sediments
gamma ray logging
A down hole geophysical logging technique whereby the natural gamma radiation from the rocks is measured
geochemical survey
A systematic study of the variation of chemical elements in rocks or soils
The study of the variation of chemical elements in rocks or soils
geophysical surveys
The exploration of an area in which geophysical properties and relationships unique to the area are mapped by one or more geophysical methods
The study of the earth by quantitative physical methods
gneiss
A metamorphic rock with a clear compositional banding
A course grained igneous rock consisting essentially of quartz and more alkali feldspar than plagioclase
granitoid
A general term to describe course grained felsic intrusive igneous rocks, resembling granite
gravity survey
A geophysical survey technique using a gravimeter to measure the force of gravity at locations within an area
In geochemistry the low grade area surrounding a deposit
A naturally occurring iron oxide Fe203
hydrothermal
A process when hot water-rich solutions transfer materials or alter rocks
Formed by solidification from a molten or partially molten state
A mining method in which a solution is circulated through an ore system to dissolve metals which are then chemically recovered
IOCG
Iron Oxide Copper Gold deposits commonly associated with magnetic and gravity geophysical anomalies
IOCG-U
Iron Oxide Copper Gold deposits with economically significant uranium, one of a number of variations on the basic style of IOCG deposits
IP survey
Induced Polarisation, a geophysical survey technique
The coarse and often dense gravel, usually comprising quarts and ironstone, representing the residuum of deflationary processing
Imagery of the earth's surface taken from a satellite
lignite
A soft brown coal intermediate between peat and sub-bituminous coal
mafic
Descriptive of rocks composed dominantly of magnesium, iron and calcium rich rockforming silicates
magnetic anomaly
Zones where the magnitude and orientation of the Earth's magnetic field is distorted by magnetic rocks
Mesoproterozoic
A period of geological time from 1600 to 1000 Ma
Mesozoic
A period of geological time from 225 to 65 million years ago
A rock that has modified texture, mineralogy and composition due to the effects of pressure, heat and fluids within the crust
A prefix to denote metamorphism of the rock qualified by the term
metasediment
Sedimentary rocks that have been recrystallised by metamorphism
mylonite
Deformation of a rock by pressure applied in a definite direction without chemical changes to the materials
Neoproterozoic
The youngest of the Proterozoic geological time periods, 1000 to 545 Ma
open file
A category of reports at a Mines Department Library which are available for public perusal after a title has been relinquished; contrast with closed file
A linear or arcuate region that has been subjected to folding and other deformation
palaeo
A prefix relating to a past, ancient or fossil feature
palaeochannel
The channel defined by an ancient stream or river
palaeodrainage
Pre-existing watercourse system now covered by later sediments
Palaeoproterozoic
The first of the Proterozoic geological time periods, 2500 to 1600 Ma
petrography
The microscopic study and description of rocks, adj. Petrographic
petrological
Relating to the origin, occurrence, composition, structure and history of rocks
plutonic
An igneous rock that has solidified slowly at depth in the Earth's crust
Said of a region or prospect thought to have a high chance of ore discovery
Proterozoic
The second eon of the Precambrian between the Archaean and Cambrian and 2,500 to 545 million years before the present
radiometric survey
Collection of data to define the distribution of ambient radiation which may be indicative of different rocks, ores, etc
RC (Reverse Circulation) Drilling
A drilling method in which the fragmented sample is brought to the surface inside the drill rods, thereby reducing contamination
mud drilling
A drilling method where mud is circulated through the drill rods to bring the fragmented sample to the surface
A sedimentary sequence predominantly red due to the presence of iron oxide
redox boundary
Reduction-Oxidation boundary. Commonly referred to in weathering profiles as the boundary developed by the downward percolation of surface water
The layer of fragmental and unconsolidated material which overlies or covers insitu basement rock
rotary air blast (RAB) drilling
A drilling process using a rotating bit to cut the rock and compressed air to recover the cuttings, used at shallow depths
roll-front
An arcuate shaped interface between oxidising and reducing environments in bedrock, oft en associated with uranium mineralisation
The interface between oxidising and reducing environments in bedrock
A sedimentary rock usually composed essentially of sand-size quartz grains
sedimentary hosted uranium
A type of uranium deposit found in sedimentary rocks of palaeodrainage channels
shear (zone)
A zone in which shearing has occurred on a large scale so that the rock is crushed and brecciated
A layer or band of rock material within a sequence
Formation, sequence, composition and correlation of layered crustal rocks
stream sediment geochemistry
A geochemical exploration technique where stream sediments are the sampling medium
sulphide
General name given to a range of minerals that contain sulphur
syntectonic
An event which is synchronous with tectonics
Transient Electogramagnetic survey, a type of electromagnetic survey
The geological period prior to the Quaternary from 1.8 to 65 Ma
torbernite
A copper-uranium-phosphate mineral
The natural metal uranium, atomic number 92
The natural metal thorium, atomic number 90
unconformity
A position in a sedimentary sequence where there is a lack of continuity in adjacent rock strata caused by a time break in sedimentation, adj. Unconformable
uraninite
Or Pitchblende, is mainly uranium oxide but often contains impurities such as thorium or rare earths and daughter elements, eg lead
The natural metal vanadium, atomic number 23
RENAISSANCE URANIUM LIMITED
Broker Code
Adviser Code
Broker Firm Offer Application Form This is an Application Form for New Shares in Renaissance Uranium Limited under the Broker Offer on the terms set out in the Prospectus dated 9 November 2010. You may apply for a minimum of 10,000 New Shares and multiples of 2,500 New Shares thereafter. This Application Form and your cheque or bank draft must be received by your Broker by the deadline set out in their offer to you. If you are in doubt as to how to deal with this Application Form, please contact your broker, solicitor, professional adviser or accountant. The Prospectus contains information relevant to a decision to invest in New Shares and you should read the entire Prospectus carefully before applying for New Shares. New Shares applied for
Price per New Share
(minimum 10,000, thereafter in multiples of 2,500)
PLEASE COMPLETE YOUR DETAILS BELOW (refer overleaf for correct forms of registrable names) Applicant #1 Surname/Company Name
Joint Applicant #2 Surname
Designated account e.g. (or Joint Applicant #3)
TFN/ABN/Exemption Code First Applicant
Joint Applicant #2
TFN/ABN type – if NOT an individual, please mark the appropriate box
Super Fund
PLEASE COMPLETE ADDRESS DETAILS PO Box/RMB/Locked Bag/Care of (c/-)/Property name/Building name (if applicable)
Unit Number/Level
Suburb/City or Town
Email address (only for purpose of electronic communication of Shareholder information)
CHESS HIN (if you want to add this holding to a specific CHESS holder, write the number here)
Please note: that if you supply a CHESS HIN but the name and address details on your Application Form do not correspond exactly with the registration details held at CHESS, your Application will be deemed to be made without the CHESS HIN and any New Shares issued as a result of the Offer will be held on the issuer sponsored sub-register.
Telephone Number where you can be contacted during Business Hours
Contact Name (PRINT)
Cheques or bank drafts should be drawn up according to the instructions given by your Broker.
Cheque or Bank Draft Number
LODGEMENT INSTRUCTIONS You must return your application so it is received by your Broker by the deadline set out in their offer to you.
RNU BRO001
Your Guide to the Application Form Please complete all relevant white sections of the Application Form in BLOCK LETTERS, using black or blue ink. These instructions are cross-referenced to each section of the form. The New Shares to which this Application Form relates are Renaissance Uranium Limited ("Renaissance Uranium") New Shares. Further details about the New Shares are contained in the Prospectus dated 9 November 2010 issued by Renaissance Uranium Limited. During the Offer period, Renaissance Uranium Limited will send paper copies of the Prospectus, any supplementary document and the Application Form, free of charge on request. The Australian Securities and Investment Commission requires that a person who provides access to an electronic application form must provide access, by the same means and at the same time, to the relevant Prospectus. This Application Form is included in the Prospectus. The Prospectus contains important information about investing in the New Shares. You should read the Prospectus before applying for New Shares. a Insert the number of New Shares you wish to apply for. The Application must be for a minimum of 10,000 New Shares and thereafter in multiples of 2,500. You may be issued all of the New Shares applied for or a lesser number.
Please enter your postal address for all correspondence. All communications to you from Renaissance Uranium Limited and the Share Registry will be mailed to the person(s) and address as shown. For joint Applicants, only one address can be entered.
b Insert the relevant amount of Application Monies. To calculate your Application Monies, multiply the number of New Shares applied for by the Offer price. Amounts should be in Australian dollars. Please make sure the amount of your cheque or bank draft equals this amount.
If you are already a CHESS participant or sponsored by a CHESS participant, write your Holder Identification Number (HIN) here. If the name or address recorded on CHESS for this HIN is different to the details given on this form, your New Shares will be issued to Renaissance Uranium Limited's issuer sponsored subregister.
C Write the full name you wish to appear on the register of Shares. This must be either your own name or the name of a company. Up to three joint Applicants may register. You should refer to the table below for the correct registrable title. D Enter your Tax File Number (TFN) or exemption category. Business enterprises may alternatively quote their Australian Business Number (ABN). Where applicable, please enter the TFN or ABN for each joint Applicant. Collection of TFN(s) and ABN(s) is authorised by taxation laws. Quotation of TFN(s) and ABN(s) is not compulsory and will not affect your Application. However, if these are not provided, Renaissance Uranium Limited will be required to deduct tax at the highest marginal rate of tax (including the Medicare Levy) from payments.
g Please enter your telephone number(s), area code and contact name in case we need to contact you in relation to your Application. H Please complete the details of your cheque or bank draft in this section. The total amount of your cheque or bank draft should agree with the amount shown in section B. If you receive a firm allocation of Shares from your Broker make your cheque payable to your Broker in accordance with their instructions.
CorreCt Forms oF registrable Names Note that ONLY legal entities are allowed to hold Shares. Applications must be in the name(s) of natural persons or companies. At least one full given name and the surname is required for each natural person. The name of the beneficiary or any other non-registrable name may be included by way of an account designation if completed exactly as described in the examples of correct forms below. type of investor
Correct Form of registration
incorrect Form of registration
individual Use given names in full, not initials
Mrs Katherine Clare Edwards
K C Edwards
Company Use Company's full title, not abbreviations
Liz Biz Pty Ltd
Liz Biz P/L or Liz Biz Co.
Joint Holdings Use full and complete names
Mr Peter Paul Tranche & Ms Mary Orlando Tranche
Peter Paul & Mary Tranche
trusts Use the trustee(s) personal name(s)
Mrs Alessandra Herbert Smith
Alessandra Smith Family Trust
Deceased estates Use the executor(s) personal name(s)
Ms Sophia Garnet Post & Mr Alexander Traverse Post Mrs Sally Hamilton
Estate of late Harold Post or Harold Post Deceased Master Henry Hamilton Fred Smith & Son
long Names
Mr Frederick Samuel Smith & Mr Samuel Lawrence Smith Mr Hugh Adrian John Smith-Jones
Clubs/Unincorporated bodies/business Names Use office bearer(s) personal name(s)
Mr Alistair Edward Lilley
Vintage Wine Club
superannuation Funds Use the name of the trustee of the fund
XYZ Pty Ltd
XYZ Pty Ltd Superannuation Fund
minor (a person under the age of 18 years) Use the name of a responsible adult with an appropriate designation Partnerships Use the partners' personal names
Mr Hugh A J Smith Jones
Put the name(s) of any joint Applicant(s) and/or account description using < > as indicated above in designated spaces at section C on the Application Form.
63 King William Street Kent Town, SA 5067 Phone: +61 8 8363 1589 Fax: +61 8 8363 1654 Website: www.renaissanceuranium.com.au Email: [email protected] ASX Code: RNU
High Renaissance
neu geboren la renaissance neu geboren la renaissance - Biel Bienne
Shmita - Jewish Renaissance
Peter Wilkinson - Renaissance Trains
LaRonda Starling - Renaissance
Smith Renaissance Society News
Chicago's Renaissance 2010:
hydrofoil renaissance - Armstrong Foils
South Carolina'S Manufacturing renaissance:
rchk world - Renaissance College
AKAI MPC Renaissance Test
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