Mastermyne Group Limited · ASX:MYE
Mastermyne — Merger or Acquisition (September 2021)
37 slides from Mastermyne's merger presentation, Sep 7, 2021
Slide 1: Acquisition of PYBAR Mining Services
Acquisition of PYBAR Mining Services September 2021
Slide 2: Important Notice & Disclaimers
Important Notice & Disclaimers This investor presentation (Presentation) has been prepared by Mastermyne Group Ltd ACN 142 490 579 (Mastermyne or the Company). This Presentation has been prepared in connection with Mastermyne’s proposed acquisition of Pybar Holdings Pty Ltd ACN 088 981 757 which in
Slide 3: Important Notice & Disclaimers
Important Notice & Disclaimers Financial data (cont..) This Presentation contains certain “forward-looking statements”, including but not limited to projections, guidance on future revenues, earnings, margin improvement, other potential synergies and estimates, the timing and outcome of the Pybar Gr
Slide 4: Important Notice & Disclaimers
Important Notice & Disclaimers Effect of rounding A number of figures, amounts, percentages, estimates, calculations of value and fractions in this Presentation (including in charts, graphs or tables in the Presentation) are subject to the effect of rounding. Accordingly, the actual calculation of t
Slide 5: Acquisition Highlights
Acquisition Highlights Leading mining services group: Creates a specialised but diversified underground mining services group with the proposed acquisition of hard rock mining specialist, PYBAR mining services for an enterprise value of $99.0m1 Leveraging core competencies: PYBAR is a leading Aust
Slide 6: Agenda
Agenda 1 Executive Summary 7 2 Overview of PYBAR 12 3 Strategic Rationale 19 4 Mastermyne FY22 Update 27 5 Acquisition Funding, Terms & Timetable 31 6
Slide 7: Executive Summary
Executive Summary a onger value: + (oa
Slide 8: Transaction Summary
Transaction Summary Mastermyne accelerates expansion into hard rock mining with the acquisition of PYBAR mining services • Mastermyne has entered into an agreement to acquire 100% of the shares on issue in PYBAR Holdings Pty Ltd which in turn owns all the issued share capital in PYBAR Mining Service
Slide 9: Transaction Summary
Transaction Summary Financially compelling and accretive transaction for Mastermyne shareholders • Transaction is expected to be approximately 21% EPS accretive on an FY22F pre-synergies basis1 • Post completion, pro forma FY22F revenues of $590m and EBITDA of $62.5m1, $1.7bn+ order book, and an act
Slide 10: Metarock Group Limited
Metarock Group Limited A new name for a leading Australian diversified mining services group specialising in underground Leading Australian diversified mining services group (MYE:ASX) Mine Operations Coal Contracting Other Services Hard Rock Contracting • Metarock Group Limited will be established a
Slide 11: Group Revenue by Segment
Group Revenue by Segment Acquisition of PYBAR delivers on our growth strategy into the hard rock segment Mine Operations Coal Contracting Other Services Hard Rock Contracting FY22 $80m Historically runs at between Wilson Mining and Historically runs at between FY23 and beyond $150m+ $200 – 300m p.a.
Slide 12: Overview of PYBAR
Overview of PYBAR 12
Slide 13: PYBAR Overview
PYBAR Overview PYBAR provides mining services nationally, specialising in the underground hard rock mining segment • Based in Orange, NSW with an office in Sydney and PYBAR key highlights facilities in Perth • Employs over 1,100 people across the businesses 15 $600m+ • Safety vision of an injury-fre
Slide 14: Capabilities Snapshot
Capabilities Snapshot Complete underground service offering supporting mine development and production Mine Mine Cable Bolting & Raiseboring Shotcreting Production Drilling Development Production • Boxcut and portal • Sizeable and flexible fleet of • Boxhole boring machines • Batching plants, purpos
Slide 15: Equipment Overview
Equipment Overview The acquisition includes a modern fleet of highly valued hard rock mining equipment Plant Category: Type / Size: Qty • Book Value of fleet ~$57m Jumbo Drill Sandvik twin boom jumbo’s including Axera, DD421 16 and DD422i series drills • ~40% of major fleet purchased in the last 3 y
Slide 16: Journey to Zero
Journey to Zero PYBAR safety vision is an injury-free and healthy workplace • Strong risk based approach supported through legislative compliance • Focusing on the identification and elimination of risks in the workplace that can have an adverse effect on the health and safety of the workforce • Inf
Slide 17: Operating Sites
Operating Sites National footprint with strong focus on the East Coast Mt Isa – Blackrock Eloise Copper Mine George Fisher Mine Thalanga Mine Broken Hill Operations Peak Mine Hera Mine Carrapateena Copper-Gold Cadia Valley Operations Gwalia Dargues Gold Mine Henty 17
Slide 18: Financial Overview
Financial Overview Key Financials1 High quality, profitable business with a track record of repeat revenue FY22F Revenue FY22F EBITDA • Diversified client base with broad distribution of commodity exposures across gold, copper, zinc and lead $270 - 290m $31 - 34m • ~$220m revenue current secured for
Slide 19: Strategic Rationale
Strategic Rationale ; k v _ WY (An mastermyne ronger values. gre:
Slide 20: Strategic Rationale
Strategic Rationale A significant diversified mining services business focused on the underground resources sector 1 Diversification into base metals, commodities outside of metallurgical coal Incorporating diversified revenues increases business resilience across commodity cycles Accelerating hard
Slide 21: Leading Underground Australian Mining Services Business with Material Scale
Leading Underground Australian Mining Services Business with Material Scale Materially increased operating scale and leverage through a combined group providing significant opportunities 23 Nationwide Operations Operational Highlights Thalanga Eloise CopperMt Mine Isa – Blackrock George Fish Mine 10
Slide 22: Diversified Business With a Clear Underground Specialisation
Diversified Business With a Clear Underground Specialisation Building a business with specialised revenue streams across a broader commodity base FY22 forecast revenue by segment breakdown1 • Combined group revenues diversified across Hard Combined Group Pro-forma Rock and Coal contracting and Mine
Slide 23: Operating Across Commodities With Strong Outlooks
Operating Across Commodities With Strong Outlooks Trends point to increasing numbers of underground mines as surface assets are exhausted FY22 forecast revenue by commodity exposure1 • Combined group’s revenues underlying commodity exposures more broadly diversified following transaction Combined Gr
Slide 24: Complimentary High Quality Underlying Customer Bases
Complimentary High Quality Underlying Customer Bases Broader suite of services that can cross over to a broader range of clients • PYBAR’s portfolio of high quality clients is highly complimentary to Mastermyne’s existing customer base • Long term relationships with clients across both companies whi
Slide 25: Financially Compelling and Accretive Acquisition
Financially Compelling and Accretive Acquisition Strong EPS accretion prior to any synergies • Acquisition materially enhances group’s scale and proportion of revenue from hard rock contracting FY22F revenue by segment ($m)1 590 • Combined FY22 Proforma revenue of $590m and combined FY22 Proforma EB
Slide 26: Combined group debt profile
Combined group debt profile Debt primarily original equipment manufacturer facilities backed by physical assets • Combined group will have up to $57.0m in interest bearing debt on balance sheet, comprised of: ‒ Mastermyne $5.0m equipment finance facility; and ‒ Up to an estimated $52.0m in increment
Slide 27: Mastermyne Corporate Update
Mastermyne Corporate Update 27
Slide 28: Revised FY22 Outlook
Revised FY22 Outlook Revised guidance for combined group post transaction • Mastermyne management confirms that the FY22 guidance previously provided for Mastermyne (ex PYBAR) remains unchanged • The company issues revised guidance as shown below for the combined group, based on realising the 8 mont
Slide 29: Corporate Overview
Corporate Overview Co operative parties who are inextricably linked by this transaction Shareholder composition Post Transaction Mastermyne Capital structure – Pre Transaction Retail Investors 40% Share price as at 3 September 2021 $1.06 Shares on issue as at 3 September 2021 107.6m Board and Manage
Slide 30: Board
Board PYBAR Chairman and Founder adds significant hard rock experience to the Mastermyne board Paul Rouse Non-Executive Director Paul is a founding director of the PYBAR Group and PYBAR Mining September 2021 October December Services. He is a mining engineer with extensive experience in underground
Slide 31: Acquisition Funding, Terms & Timetable
Acquisition Funding, Terms & Timetable 31
Slide 32: Acquisition Terms & Funding
Acquisition Terms & Funding Sources and uses of funds • Total acquisition consideration of approximately $99.0m1 excluding Acquisition Uses of funds $m Acquisition and Offer transaction costs of ~$1.1m Value Acquisition enterprise value $99.0 • Equity purchase price of $47.0m1 once debt items are co
Slide 33: Indicative Timetable
Indicative Timetable Announcement today EGM September 2021 October November Notice of EGM Expected completion 33
Slide 34: Appendix
Ra! i i) ‘ (\ mastermyne stronger values. greater results.
Slide 35: Summary of Share Sale Agreement
Summary of Share Sale Agreement 1. Parties Nucanopi Pty Ltd as trustee of The Rouse Family Trust and Brencon Pty Ltd as trustee of The Brendan Rouse Family Trust (together the Sellers) Mastermyne Group Limited (Mastermyne) ALAR Investments (NSW) Pty Ltd as trustee of the ALAR Family Trust (ALAR) 2.
Slide 36: Summary of Share Sale Agreement
Summary of Share Sale Agreement 3. Conditions Completion of the acquisition is conditional upon: • obtaining shareholder approval and any other approvals under the ASX Listing Rules, including any shareholder resolutions required for the allotment and issue of the Mastermyne shares to the Sellers an
Slide 37: Mastermyne contact details
(n mastermyne stronger values. greater results. mining | products | training Mastermyne Group Limited: Level 1 Riverside Plaza, 45 River Street, Mackay OLD 4740 // PO Box 1671, Mackay OLD 4740 Email: master@mastermyne.com.au Phone: (07) 4963 0400 Fax: (07) 4944 0822 www.mastermyne.com.au ABN: 96 142
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