Pantoro Gold Limited · ASX:PNR
Pantoro Gold — Merger or Acquisition (February 2023)
45 slides from Pantoro Gold's merger presentation, Feb 13, 2023
Slide 1: Pantoro Limited & Tulla Resources Plc Merger
DRAFT Click to edit Master title style Pantoro Limited & Tulla Resources Plc Merger Consolidating One of WA's Premier Goldfields February 2023 ASX:PNR Not for release to US wire services or distribution in the United States ASX:TUL
Slide 2: Important Notices
IMPORTANT Click NOTICES to edit Master title style Nature of Document. This presentation has been prepared and issued by Pantoro Limited (Pantoro or Company) with the assistance of Tulla Resources plc (Tulla) to provide general information about Pantoro and the proposed merger between Pantoro and Tu
Slide 3: Important Notices Continued
IMPORTANT Click NOTICES to edit Master titleCONTINUED style Forward Looking Statements and future performance This presentation contains forward looking statements about Pantoro and Tulla. Often, but not always, forward looking statements can be identified by the use of forward looking words such as
Slide 4: Important Notices Continued: Reserves, Resources & production targets
IMPORTANT Click NOTICES to edit Master titleCONTINUED style Reserves, Resources & production targets: Exploration Targets, Exploration Results. The information in this report that relates to Exploration Targets and Exploration Results is based on information compiled by Mr Scott Huffadine (B.Sc. (Ho
Slide 5: Transaction Summary
TRANSACTION Click SUMMARY to edit Master title style RECOMMENDED MERGER OF PANTORO AND TULLA § Recommended1 all-share acquisition of Tulla Resources Plc (Tulla) by Pantoro Limited (Pantoro) (Merger) by scheme of arrangement (Scheme) BROOME § Pantoro shareholder split post Merger: § 51.5% Pantoro HAL
Slide 6: Merger Rationale and Highlights
MERGER Click RATIONALE to edit AND Master title HIGHLIGHTS style Simplified structure for a strengthened operation Consolidates 100% ownership and ü Simplified structure expected to unlock efficiencies 1 control of Norseman Gold Project ü Management focus on Norseman Gold Project ramp-up and future,
Slide 7: Merger Key Terms
MERGER Click KEY to edit TERMS Master title style TRANSACTION § Recommended1 all-share acquisition of Tulla by Pantoro by way of a UK scheme of arrangement STRUCTURE § Tulla shareholders to receive approximately 4.96 Pantoro ordinary shares for every Tulla CDI held, and retain 100% interest in the I
Slide 8: Robust Post-Merger Balance Sheet
ROBUST Click POST-MERGER to edit BALANCE SHEET Master title style Pro-Forma Balance Sheet Pantoro Shareholding § Pantoro’s proforma post-Merger balance sheet significantly enhanced to Post-Merger & Pre- Post-Merger & support Norseman Gold Project through final stages of ramp-up Placement4 Post-Place
Slide 9: Governance and Senior Leadership
GOVERNANCE Click ANDtitle to edit Master SENIOR styleLEADERSHIP Post-Merger Pantoro Board and Senior Management to be aligned with new shareholdings Independent Chair To be appointed Wayne Zekulich Kevin Maloney Interim Chair Non-executive Director Highly experienced and skilled team to drive the ex
Slide 10: Peer Companies
PEERtoCOMPANIES Click edit Master title style Mineral Resource (koz) Ore Reserves (koz) 16,000 7,000 14,000 6,000 12,000 10,000 5,000 8,000 4,000 6,000 3,000 4,000 2,000 2,000 1,000 - - ar a n is e d s e 5 s * ca Reg olut tgol rseu Lak Red eliu oro icor R oa bun n d e or o lla rald lyst rb f ri t nt
Slide 11: Peer Companies
PEERtoCOMPANIES Click edit Master title style EV/Production (A$/kozpa)1,2 EV/Resource (A$/oz) 1 EV/Reserve (A$/oz)1 - 4,000 8,000 12,000 16,000 - 200 400 600 800 - 400 800 1,200 1,600 Capricorn Emerald Capricorn Tribue Catalyst Tribue Emerald Perseus Catalyst Gold Road Capricorn Emerald Red5 Gold Ro
Slide 12: Equity Raise Overview
Click to edit Master title style EQUITY RAISE OVERVIEW 12
Slide 13: Equity Raise Summary
EQUITY Click RAISE to edit SUMMARY Master title style OFFER SIZE AND § Two-tranche placement of new shares in Pantoro, to sophisticated and professional investors, to raise A$75m (the Offer or STRUCTURE Placement) § The Placement will take place in two tranches: § Tranche 1 – A$16 million the Compan
Slide 14: Sources & Uses of Funds
SOURCES Click to edit&Master USES OF FUNDS title style PROCEEDS WILL ENSURE FUNDING THROUGH THE RAMP-UP PHASE FOR NORSEMAN GOLD PROJECT SOURCES OF FUNDS A$m USES OF FUNDS A$m Capital raising (before costs) – Tranche 1 16 Norseman ramp up and project working capital 40 Capital raising (before costs)
Slide 15: Indicative Timetable
INDICATIVE Click TIMETABLE to edit Master title style DATE Implementation Deed Agreed 13 February 2023 Trading Halt 13 February 2023 Placement bookbuild opens 13 February 2023 Trading Halt lifted and announcement of completion of Placement 15 February 2023 Settlement of Placement Tranche 1 Shares 21
Slide 16: Norseman Gold Project Update
Click to edit Master title style NORSEMAN GOLD PROJECT UPDATE 16
Slide 17: A Prolific Goldfield with Many Targets to Continue Growth
A PROLIFIC GOLDFIELD WITH MANY TARGETS Click to edit Master TO CONTINUE title style GROWTH MULTIPLE MINING CENTRES § 800km2 position with 70 km along strike of one of Australia’s most significant goldfields. § Strong Ore Reserve growth since acquisition ongoing. § Production from two key mining cent
Slide 18: Norseman - Two Active Mining Centres
NORSEMAN Click - TWO title to edit Master ACTIVE styleMINING CENTRES SCOTIA OK MINE Mineral Resource 3.9Mt @ 3.6g/t Mineral Resource 0.6Mt @ 10.2g/t Historic Mined Grade 5.9g/t1 Historic Mined Grade 9.1g/t Type OP & UG Type Underground Open pit years 1 – 5+ Underground Year 1 – 6+ Underground Year 3
Slide 19: Norseman Update
NORSEMAN Click UPDATE to edit Master title style PRODUCTION RAMP-UP UNDERWAY § Project de-risked, with the 1 Mtpa processing plant and supporting infrastructure completed § Underground and open pit mining underway, with focus on the Scotia open pit to access higher grade ore and depth extension of t
Slide 20: Norseman Status - Open Pit
NORSEMAN Click STATUStitle to edit Master – OPEN style PIT START UP CHALLENGES BCM Movement § Open pit mining has been affected in the project start up due to: 700 1. Below expectation drill and blast productivity and standards; and 2. Personnel and equipment availability challenges 650 • As a resul
Slide 21: Norseman Status - Underground
NORSEMAN Click STATUStitle to edit Master - UNDERGROUND style START UP CHALLENGES Underground Development/Rehab Metres § Underground development progress has been behind schedule which impacted access to additional areas within the mine reducing the number of available ore development headings in th
Slide 22: One of Western Australia's Premier Goldfields
ONEto Click OFedit WESTERN Master AUSTRALIA’S title style PREMIER GOLDFIELDS MINE PLAN CURRENTLY UNDERPINNED BY <30% OF MINERAL RESOURCE AREAS § Work programs to date focussed on 6 initial Mining Areas: § Scotia § Gladstone § Cobbler § OK § Princess Royal § Princess Royal § Substantial drilling in M
Slide 23: Scotia - Summary
SCOTIA Click - SUMMARY to edit Master title style SCOTIA & GREEN LANTERN HAVE GROWN RAPIDLY WITH DRILL SUCCESS § Pantoro inherited a Mineral Resource of 410,000 Oz in 2019 with no Ore Reserve. § Mineral Resource has been expanded to 1,000,000 Oz and Ore Reserve is 535,000 Oz. § Green Lantern was dis
Slide 24: Scotia – Open System
SCOTIA Click – OPEN to edit SYSTEM Master title style See ASX releases dated 9/6/20, 15/4/2020 and 21/5/2020 24
Slide 25: Scotia – Deep Drilling Reveals Exciting Future
SCOTIA Click – DEEP to edit DRILLING Master REVEALS EXCITING FUTURE title style UPGRADED SCOTIA RESERVE & LOM PLAN § Underground Ore Reserve now 184,000 and Mining Inventory including Inferred Resource blocks 214,000 Oz1. § Opportunity to increase mill grade and annual production when active. § Scot
Slide 26: OK Mine - Underground
OK MINE Click to edit- UNDERGROUND Master title style OK UNDERGROUND MINE OK MINE LONG SECTION § Mining Star of Erin and O2 Lodes § Dewatering complete to base of mine § Stoping to commence March 2023 quarter § 33,000 Oz @ 4.7g/t planned in FY24 § Reserve 87,000 Oz @ 5.1g/t § Mine Plan inc. Inferred
Slide 27: Norseman – Regional
NORSEMAN Click – REGIONAL to edit Master title style A HIGH SCALE, TOP TIER ASSET WORLD-CLASS GREENSTONE BELT HIGHLY PROSPECTIVE AREA SIGNIFICANT EXPLORATION UPSIDE Norseman produced ~6Moz historically Pantoro’s tenure is situated in the southern The area between Norseman and Pantoro’s 50% Norseman
Slide 28: Norseman - Mainfield
NORSEMAN Click - MAINFIELD to edit Master title style u Mainfield is the most prolific mining area at Norseman to date Crown/ and one of the highest grade gold fields in WA. Mararo St Pats u First pass drilling completed with focus areas identified. a u Drill areas focussed on zones easily accessed
Slide 29: Battery Metals Assets
Click to edit Master title style BATTERY METALS ASSETS 29
Slide 30: Lithium Partnership with Mineral Resources Limited
LITHIUM Click PARTNERSHIP to edit WITH MINERAL RESOURCES LIMITED Master title style MRL is a recognised leader in the construction and operation of hard rock lithium mines in Western Australia and brings tremendous technical, operational, and financial capacity to the Lithium Joint Venture. DEAL TER
Slide 31: Lithium Partnership with Mineral Resources Limited
LITHIUM Click PARTNERSHIP to edit WITH MINERAL RESOURCES LIMITED Master title style INITIAL DRILLING CONFIRMS LITHIUM BEARING PEGMATITES Buldania - Section A Initial 8,000 metre drilling program focussed on 1.6 BU22RC071 BU22RC044 BU22RC043 kilometres of strike where elevated lithium values were BU2
Slide 32: Appendix A: Reserves and Resources
Click to edit Master title style APPENDIX A: RESERVES AND RESOURCES 32
Slide 33: Reserves and Resources Statements
RESERVES Click to editAND RESOURCES Master title styleSTATEMENTS Mineral Resource Statement Measured Indicated Inferred Total Resource kt Grade koz kt Grade koz kt Grade koz kt Grade koz Total Underground 267 14.4 124 3,218 10.7 1,110 2,534 11.1 901 6,019 11.0 2,134 Total Surface South 140 2.3 10 15
Slide 34: Reserves and Resources Statements
RESERVES Click to editAND RESOURCES Master title styleSTATEMENTS Norseman Gold Project Ore Reserve Proven Probable Total Reserves kt Grade koz kt Grade koz kt Grade koz Underground - - - 2,048 4.9 319 2,048 4.9 319 Open Pit - Northern Mining Centres - - - 2,058 2.4 161 2,058 2.4 161 Open Pit - South
Slide 35: Appendix B: Key Risks
Click to edit Master title style APPENDIX B: KEY RISKS 35
Slide 36: Key Risks
KEY to Click RISKS edit Master title style Set out in this section are potential risks associated with Pantoro, Tulla, the Scheme, the Placement, the industry in which Pantoro and Tulla operates and an investment in Pantoro and Tulla shares. It is not an exhaustive list of every risk faced by Pantor
Slide 37: Key Risks Continued
KEY to Click RISKS editCONTINUED Master title style KEY RISKS Exchange rate risk A portion of mine operation expenditures and future project equipment expenditures are denominated in foreign currency which exposes the Company to exchange rate risk. Key personnel The Company’s success depends on the
Slide 38: Key Risks Continued
KEY to Click RISKS editCONTINUED Master title style KEY RISKS Joint venture The Company operates the Norseman Project in a joint venture with Tulla Resources Plc. While the Company has strong protections in place over the joint venture arrangement, including via operations risks cross securities, if
Slide 39: Key Risks Continued
KEY to Click RISKS editCONTINUED Master title style KEY RISKS Environmental National and local environmental laws and regulations in jurisdictions in which the Company operates affect the Company. These laws and regulations set various standards regulating certain regulations and risk aspects of hea
Slide 40: Key Risks Continued
KEY to Click RISKS editCONTINUED Master title style KEY RISKS Community and The Company’s relationship with the communities in which it operates is important to ensure the future success of its existing operations and the construction and development of its social social risks risks projects. While
Slide 41: Appendix C: Offer Jurisdictions
Click to edit Master title style APPENDIX C: OFFER JURISDICTIONS 41
Slide 42: Offer Jurisdictions
OFFER Click JURISDICTIONS to edit Master title style This document does not constitute an offer of new ordinary shares (“Placement Shares") of the Company in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the Placement Shares ma
Slide 43: Offer Jurisdictions Continued
OFFER Click JURISDICTIONS to edit Master title CONTINUED style United Kingdom Neither this document nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financi
Slide 44: Offer Jurisdictions Continued
OFFER Click JURISDICTIONS to edit Master title CONTINUED style New Zealand This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the "FMC Act"). The Placement Shares are not being offered or sold in New Zea
Slide 45: Offer Jurisdictions Continued
OFFER Click JURISDICTIONS to edit Master title CONTINUED style KEY RISKS Canada (British This document constitutes an offering of Placement Shares only in the Provinces of British Columbia, Ontario and Quebec (the "Provinces"), only to persons to whom Placement Shares may be Columbia, Ontario lawful