Intrepid Mines Limited: Explanation Regarding Company
Intrepid Mines Limited: Explanation Regarding Company Announcement Dated 18 December 2012
BRISBANE, AUSTRALIA -- (Marketwire) -- 12/19/12 -- Intrepid Mines Limited (TSX:IAU)(ASX:IAU) (the "Company") comments that on Monday 17 December 2012 the Australian Securities Exchange ("ASX") asked the Company to respond to a media article in the Sydney Morning Herald ("SMH") regarding the reported transfer of the Tujuh Bukit IUPs, held by joint venture partner PT IMN, to a third party.
The Company responded to ASX on 17 December noting that it was making enquiries and would lodge an announcement later in the day. The Company lodged on the ASX platform for pre-market open on 18 December the announcement set out below.
However, pre-market open on 18 December, ASX requested that the Company amend the proposed announcement, before it would be released on the ASX platform. In particular the ASX required a response only to the matters raised in the SMH publication and, further, the deletion of all historical background.
The Company responded that the information in the proposed announcement was to place the SMH article in context and to provide an update on all related matters including other market rumours about the Company and the Tujuh Bukit project recently brought to the attention of the Company by its shareholders.
In compliance with ASX direction, a substantially limited announcement was eventually released to the market late on 18 December 2012.
The Company believes shareholders should have the benefit of the full text of the original announcement and has made this available to shareholders on the Company's website www.intrepidmines.com.
Full text of the announcement follows:
Campaign Against Intrepid Continues Unabated
BRISBANE, 18 DECEMBER 2012: Intrepid Mines Limited (TSX:IAU)(ASX:IAU) (the "Company") comments on the reported transfer of Tujuh Bukit IUPs held by joint venture partner PT IMN to a third party, and progress on two complaints lodged against the original shareholders of PT IMN and other parties associated with PT IMN with the police in Jakarta regarding fraud and embezzlement of funds and unlawful denial of access.
Reported transfer of Tujuh Bukit IUPs
Information purportedly provided to the Australian media by Mr Paul Willis, who has recently served a statement of claim on the Company, implies a transfer of IUPs to a company called PT Bumi Sukses Indo (BSI), and a subsequent transfer of shareholding in BSI. This company now has several corporate shareholders, whose ultimate holding have informally been traced back to Mr Edwin Soeryadjaya, Provident Capital and Mr Garibaldi Thohir, another influential Indonesian businessman and associate of Mr Soeryadjaya.
As far as Intrepid is able to tell, the document signed by the Banyuwangi regent appears to be genuine and suggests that IUPs in Banyuwangi were issued to BSI in July 2012, but it is noted that the most recent formal lists of certified "clean and clear" IUPs issued by the Indonesian Energy and Minerals Department, does not reflect this holding.
Refer: Appendix for detailed background.
Complaints against original shareholders and other parties associated with PT IMN
The first relates to fraud and embezzlement of funds solicited from Emperor and Intrepid by PT IMN with the promise of the grant of shares in PT IMN, and the continued calling of funds after it became apparent that PT IMN and its shareholders had no intention of honouring the agreements in place with the Company.
The second complaint relates to the unlawful denial of access to site and unlawful retention of equipment and intellectual property. Under the terms of the Alliance Agreement, intellectual property situated at the Project site belongs to Emperor, and the Company sourced, bought and paid for several items of technical equipment which are now being withheld from it.
The complaints were made in October 2012and the Indonesian police are progressing their investigation, including interviews of the original and current shareholders of PT IMN.
Unusual share trading activity
The Company regularly interrogates shareholder movements and is aware that there has been a noticeable and unusual shareholding build-up by two brokers in Singapore, both of whom cite local privacy laws as a reason for declining to cooperate with section 672 notices requiring disclosure of beneficial holders. A fund from Singapore, Quantum Pacific Capital, has also been very actively lobbying the Company's major shareholders to sell significant stakes to Quantum at discounted prices and have nominated potential new directors and management for the Company.
Intrepid asserts that it has complied fully with the terms of its agreements, and has acted at all times in full compliance with relevant laws. Intrepid asserts that it remains legally entitled to an 80% economic interest in the Tujuh Bukit project, and disputes that the current uncertainty over ownership rights is merely a contractual dispute between commercial partners. Intrepid further asserts that it is the victim of an attempt at criminal fraud that is now under investigation by Indonesian Police.
Intrepid Chief Executive, Brad Gordon, stated that the Company intends to use every means at its disposal to frustrate these attempts to usurp its rights to the Project. "Nothing is as critical to our future and our shareholders' interests as resolving this matter, and we intend to focus all our people on it, and devote all our resources to supporting their actions", he said. "While we remain confident that our complaints of criminal fraud will be upheld, nobody should question our preparedness for a long-term battle to retain our rights, if that should be what is required."
"In the meantime, Intrepid advises shareholders to treat with caution any offers or representations from parties that may be associated with the actions against your Company. We remain available to discuss the background to and progress of matters with our shareholders."
Ian McMaster AM Brad Gordon Chairman Managing Director and CEO
Background: Intrepid's predecessor, Emperor Mines Pty Limited ("Emperor") began its working relationship with PT Indo Multi Niaga ("PT IMN"), then owned by Indonesians Andreas Reza Nazaruddin ("Reza") and Maya Miranda Ambarsari ("Maya"), in 2007.
In 2007, Emperor management was approached by Paul Willis, an Australian associate of Maya and Reza, with an offer to participate in a mining project at Banyuwangi, East Java, which later came to be known as Tujuh Bukit. The Emperor technical team reviewed the project and subsequently, on 19 August 2007, an agreement was signed amongst Emperor, PT IMN, Maya, Reza, Mr Willis and associates of Mr Willis (together, the "Counterparties"). Under the terms of this agreement (the "Initial Alliance Agreement"), Emperor could earn a 70% economic interest in the Tujuh Bukit project (the "Project") by incurring expenditure of A$8 million in milestone payments and project funding. Emperor was then required to sole fund a further A$42 million in project expenditure.
This initial agreement had a term of six months, to allow for Emperor to undertake initial due diligence on the project and to afford the parties time to negotiate and execute definitive joint venture documentation. From September 2007, Emperor management attempted to convene meetings with the Counterparties, through Mr Willis, but Emperor was repeatedly informed of the cancellation of these meetings at short notice. In early 2008, the Counterparties, once again through Mr Willis, requested a rescheduling of payments to be made under the Alliance Agreement and Emperor agreed to the rescheduling. In February 2008, complete joint venture documentation, reflecting the discussions with Mr Willis on behalf of the Counterparties, was presented to Mr Willis for review by the Counterparties. Several dates were set for meetings in Jakarta for a joint review of the documentation, but these meetings were once again cancelled on short notice by the Counterparties through Mr Willis. In March 2008, Mr Willis indicated to Emperor that the Indonesian Counterparties no longer wished to proceed in cooperating with Emperor, as they were seeking more money and wanted an Indonesian joint venture partner, and he also indicated that they would not sign the joint venture documentation, or an extension of the Initial Alliance Agreement, which would lapse on 31 March 2008.
Thereafter, in April 2008, Maya and Reza contacted Emperor management and indicated that they wished to continue a relationship with Emperor and indicated that they had not made a request for more money or recorded a preference for an Indonesian partner. Rather, they indicated that Mr Willis had been trying to persuade them that they should discontinue the cooperation with Emperor (despite the expenditure of funds in excess of A$1 million by Emperor), in favour of a transaction with a large Indonesian conglomerate. They also indicated that they had been requested to sign a new alliance agreement with an investor sourced by Mr Willis.
Due to the misinformation being provided to it by Mr Willis and as Maya and Reza were the shareholders in PT IMN, Emperor entered into discussions directly with Maya and Reza to formalise an ongoing joint venture arrangement in respect of the Project. Once the terms of this agreement were finalised, the Indonesian Counterparties indicated to Mr Willis that they no longer wished to continue their collaboration with him, due to the breaches of trust which had occurred. Mr Willis had been acting as a technical advisor and financier to PT IMN, and Emperor agreed to reimburse Mr Willis for his expenditure on the Project to date. After a negotiation regarding the amount of the reimbursement, binding settlement documentation was executed between Emperor and Mr Willis and his associated companies, under the terms of which Mr Willis accepted an amount of $2 million and acknowledged that he had no further claims or entitlements in respect of the Project or PT IMN. PT IMN and Mr Willis additionally executed a document terminating all arrangements in place between those parties.
In April 2008, Emperor entered into an agreement with PT IMN, Maya and Reza (the "Alliance Agreement"), to regulate the ongoing working relationship at the Project. The Alliance Agreement provided that Emperor could earn an 80% economic interest in the Project by spending A$8 million in milestone payments and project expenditure and would thereafter sole fund A$42 million in project expenditure. The earn-in percentage had been increased from 70% under the Initial Alliance Agreement by reason of Emperor's A$2 million payment to Mr Willis and his associates, who were no longer involved in the Project, as the agreed reimbursement of expenditure by him and in settlement of any entitlements to the Project. As Indonesia was in the process of drafting a new mining law at the time the Alliance Agreement was entered into, the agreement proposed an indicative mining services structure for the joint venture going forward, but noted that the parties would amend this structure to bring it into line with the new mining law, once implemented. It should be noted that cooperation agreements with terms similar to the one proposed under the Alliance Agreement were commonly used by foreign companies cooperating with Indonesian mining companies, and the type of arrangements put in place had been viewed as bankable at another project of which Emperor was aware. Subsequent to the promulgation of the new Indonesian Mining Law in 2009, and implementing regulations in 2010, several foreign companies who had operated under similar cooperation agreements with local Indonesian mining companies went on to convert their contractual rights in respect of mining projects into direct shareholding in the Indonesian companies without event.
In September 2008, PT IMN, Maya, Reza and Emperor also entered into a shareholders' agreement in respect of a Singaporean company which had been established for the purposes of conducting the joint venture (the "Shareholders' Agreement"). The agreement provided that the parties would execute documentation to allow Emperor to hold direct equity in the vehicle holding the Tujuh Bukit licences, should the Indonesian mining law change to allow for foreign ownership in in companies holding mining licences.
Due to the commencement of discussions and negotiation of documentation between Intrepid and PT IMN and Vale Exploration and the subsequent enactment in January 2009 of the new Mining Law, the structure envisioned by the Alliance Agreement was deferred and subsequently not implemented, but the Company continued to fund the Project and seconded personnel to PT IMN to provide technical expertise to the Project, in accordance with the intent of the Alliance Agreement and Shareholders' Agreement.
In March 2008, Emperor completed a merger with Intrepid Mines Limited ("Intrepid" or the "Company") and the merged entity proceeded under the Intrepid name.
At the time of the signing of the original Alliance Agreement, Intrepid, as a non-Indonesian company, was unable to hold any direct rights - through shares or otherwise - to the Tujuh Bukit Project tenements (kuasa pertambangan, or "KPs"). Rather, these rights to the Tujuh Bukit Project tenements were held by PT IMN. In January 2009, Indonesia enacted a new mining law (the "Mining Law"), which provided, inter alia, that foreign entities could hold shares in companies holding mining licences (now known as izin usaha pertambangan or "IUPs"). In accordance with the Alliance Agreement and Shareholders' Agreement, the Company commenced negotiations with PT IMN to restructure the joint venture arrangements so that PT IMN would be converted into a foreign capital investment company in which the Company, through a subsidiary, would ultimately hold 80% of the shares and therefore a direct interest in the Tujuh Bukit Project. This restructuring process would require certain governmental approvals, including a recommendation from the Bupati of Banyuwangi.
In November 2010, the Company and PT IMN signed an addendum agreement which documented the agreed restructuring arrangements and, in June 2011, the parties executed a further agreement stipulating the milestone payments which would be made in respect of the restructuring steps. Subsequently, Intrepid advanced negotiations with PT IMN in order to finalise the terms of the shareholders' agreement which would govern the relationship between the parties once the agreed restructuring was completed. In the following year, despite the Company's efforts, little progress was made and, in June 2012, the Company learned that the PT IMN's shareholding had ch anged to include new partners holding 80% of the expanded equity in that company.
To date, the Company has fully complied with all of its obligations under the Alliance Agreement and addenda, and has expended in excess of A$105 million on capital payments to PT IMN and Project funding (including funding PT IMN's Jakarta offices and salaries for Maya and Reza).
Following the discovery in June 2012 that the original owners of PT IMN had transferred 80% of the company to new parties, Intrepid gathered information from public sources indicating possible links between the new shareholders and Edwin Soeryadjaya, a prominent Indonesian businessman. (Since Intrepid's removal from the Tujuh Bukit site, media in Indonesia and Australia have reported extensively on the new owners of PT IMN, and have noted similar links). Shortly thereafter, members of the Company's board requested a meeting with Mr Soeryadjaya to determine his involvement in the matter and ascertain what outcomes he and his associates were seeking. Mr Soeryadjaya agreed to meet and an initial meeting was held In a subsequent meeting, Mr Soeryadjaya made an offer to settle the matter on the basis that the Company be compensated for waiving its contractual rights to PT IMN and the Project.
Despite the changes to the shareholding and management of PT IMN having been registered in May 2012, PT IMN representatives continued meeting with the Company's representatives, purportedly to negotiate the terms of the joint venture going forward. Once the Company became aware through its own enquiries, prompted by the slow pace of negotiations with the founding shareholders of PT IMN, of the change in shareholding and management and attempted to confront the issue by meeting with PT IMN's management, Maya and Reza ceased all communication with the Company and failed to respond to e-mails or telephone calls. Although the corporate changes within PT IMN were officially recorded in May 2012, and were almost certainly under negotiation even before that date, PT IMN's management continued making cash calls of the Company and Intrepid funded approximately A$10 million in site and Jakarta office costs between May and July 2012.
Without forewarning, on 19 July 2012, PT IMN suspended exploration activities at Tujuh Bukit without reference to Intrepid and requested several members of local management, including all expatriate employees seconded to PT IMN from Intrepid, to leave site. These actions were in contravention of the agreements in place between Emperor, PT IMN and Maya and Reza.
Also on 19 July, Brad Gordon received a phone call from Mr Willis, substantial shareholder in and then Chief Executive of Sihayo Gold, who admitted knowledge of the plan to remove Intrepid's seconded employees from site and intimated that he would broker a "deal" between the Company and the new shareholders in PT IMN, in return for a share of the Project. Mr Willis resigned as CEO of Sihayo Gold in December 2012, but according to press reports, remains a consultant to that company. Mr Soeryadjaya is a principal founder of Saratoga Capital, whose associated company, Summit Investments, is a 17% shareholder in Sihayo Gold. In recent months, following Intrepid's exclusion from the Project site, personnel associated with Sihayo Gold and its consultants, as well as personnel of Provident Capital Partners, have visited Tujuh Bukit and been undertaking supervisory work at the site. Provident Capital has partnered with Saratoga Capital in a number of investments in Indonesia, including telecommunications infrastructure and palm oil. The founder of Provident Capital is also a director of both Sihayo Gold and Saratoga Capital.
On 31 July 2012, the Company issued 27,680,017 ordinary shares, representing approximately 5% of the Company's expanded issued capital, to prominent Indonesian businessman, Surya Paloh. Additionally, the Company issued to Mr Paloh 51,208,032 unlisted restricted performance rights to ordinary shares, subject to vesting conditions.
Since this time, the Company has been actively working with Mr Paloh, to resolve the dispute over the Tujuh Bukit project. A key focus has been on ensuring that both community and government officials in Banyuwangi and in Jakarta are properly informed of Intrepid's rights under its agreements with PT IMN and the Company's contribution to date to social and economic development in the Banyuwangi area.
The Company is aware of rumours that the Project IUPs have been transferred to a company called PT Bumi Sukses Indo ("BSI") which has several corporate shareholders, whose ultimate holding can be traced back to Mr Soeryadjaya and Provident Capital. The Company was in the process of verifying this information, and on 16 December 2012, Intrepid's Chief Executive, Brad Gordon, received a call from a reporter from the Sydney Morning Herald, advising that the reporter had been contacted by Paul Willis and was in possession of a document indicating the transfer of the Tujuh Bukit IUPs. The document was provided to Mr Gordon - it is written in the Indonesian language and is currently being reviewed but appears to refer to the issue of two IUPs to BSI in July 2012 and to a subsequent change in shareholding in BSI. The Company has informally learnt that, through various layers of corporate structuring, the majority underlying beneficial shareholders in BSI include Provident Capital, Mr Soeryadjaya and Mr Garibaldi Thohir, another influential Indonesian businessman and associate of Mr Soeryadjaya It should be noted that the "Clean and Clear" list issued by the Indonesian Ministry of Energy and Mining still reflects PT IMN as the holder of the Tujuh Bukit IUPs.
This announcement contains certain forward-looking statements, relating to, but not limited to Intrepid's expectations, intentions, plans and beliefs. Forward-looking information can often be identified by forward-looking words such as 'anticipate', 'believe', 'expect', 'goal', 'plan', 'inte nd', 'estimate', 'may' and 'will' or similar words suggesting future outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future outcomes, or statements about future events or performance. Forward-looking information may include reserve and resource estimates, estimates of future production, unit costs, costs of capital projects, and timing of commencement of operations and is based on current expectations that involve a number of business risks and uncertainties. Factors that could cause actual results to differ materially from any forward-looking statement include, but are not limited to, failure to establish estimated resources and reserves, the grade and recovery of ore which is mined varying from estimates, capital and operating costs varying significantly from estimates, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects and other factors. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ materially from those expressed or implied.
Shareholders and potential investors are cautioned not to place undue reliance on forward-looking information. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and various future events will not occur. Intrepid undertakes no obligation to update publicly or otherwise revise any forward-looking information whether as a result of new information, future events or other such factors which affect this information, except as required by law.
Directors Ian McMaster (Chairman) Colin G. Jackson (Deputy Chairman) Brad A. Gordon (Managing Director) Laurence W. Curtis (Non-executive Director) Robert J. McDonald (Non-executive Director) Alan Roberts (Non-executive Director) Adrianto Machribie (Non-executive Director) Nyla Bacon (Company Secretary) Stock Exchange Listing ASX and TSX symbol: IAU Substantial Shareholders Taurus Funds Management 8.5% Van Eck Associates 7.9% Acorn Capital 7.4% Surya Paloh 5.0% Issued Capital 555,419,975 shares 8,941,961 unlisted options 4,645,104 unlisted share rights 51,208,032 unlisted restricted performance rights Shareholder Enquiries Matters related to shares held, change of address and tax file numbers should be directed to: Computershare Investor Services GPO Box 2975, Melbourne, Victoria 3001, Australia Telephone: 1300 850 505 +61 3 9415 4000
Contacts: Intrepid Mines Limited Brad Gordon, Managing Director Chief Executive Officer Brisbane, Australia (Office) +61 7 3007 8000 or (Mobile) +61 400 036 636 firstname.lastname@example.org
Intrepid Mines Limited Greg Taylor Investor Relations Toronto, Canada (Office) +1 905 337 7673 or (Mobile) +1 416 605 5120 email@example.com