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RIO TINTO LIMITED — M&A Activity 2003
Sep 18, 2003
65705_rns_2003-09-18_2a48dc52-eb07-4f13-a213-4e7b3c3aa24e.pdf
M&A Activity
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19th September 2003
The Manager Companies Announcement Platform Level 10 20 Bond Street, SYDNEY NSW 2000
Dear Sir,
STRIKER TO ACQUIRE MERLIN DIAMOND TENEMENTS, KIMBERLEY DATABASE AND CENTRAL KIMBERLEY PROJECT
Striker Resources N.L. is pleased to advise that the Company has entered into a Letter of Intent with Rio Tinto Exploration Pty Limited ("RTE") in respect of the following transactions:
- to acquire 100% of Ashton Mining Limited's exploration tenements surrounding the former $\bullet$ . Merlin Diamond Mine ("Merlin Orbit Tenements") in the Northern Territory.
- a licensing agreement whereby the Company is granted access to a majority of RTE's $\bullet$ extensive Kimberley diamond exploration database for the purpose of diamond exploration.
- the right to earn 100% of RTE's Central Kimberley Damper Creek and Beatrice Diamond $\bullet$ Project.
The Letter of Intent is subject to the parties entering into formal agreements for each transaction, which are expected to be completed shortly.
Merlin Orbit Tenements:
The Merlin Orbit properties consist of 6 tenements surrounding the mining lease of the former Merlin Diamond Mine totalling approximately 1,800km2, encompassing the currently known extent of the Merlin kimberlite field. The tenements are held by Ashton Mining Limited ("Ashton") (a wholly owned subsidiary of the Rio Tinto group "Rio Tinto").
The Merlin Diamond Mine was discovered by Striker's exploration general manager Mr Tom Reddicliffe, at the time as Australian Exploration Manager for Ashton. The Merlin field of 13 kimberlite pipes, of which 9 were mined, commenced trial mining operations in 1998, prior to Rio Tinto's takeover of Ashton in 2000.
The mine produced approximately 400,000 carats of diamonds from open-pit operations and is renowned for its large stone size population. The largest diamond was 104.73 carats (approximate value-US$525,000) which to date is the largest diamond recovered in Australia.
Merlin's diamond sales from production averaged approximately US$100 per carat, well above the world average.
Several drill-ready targets have been identified in close proximity to the former mine site. In addition, the presence of significant numbers of alluvial diamonds in drainage's, emanating from the southern tenements, which have been recently granted, provides strong evidence for the potential for new diamond bearing kimberlite pipes.
Striker's immediate plans will be to commence a program to drill test already identified gravity and other targets for potential kimberlite and to follow up by bulk gravel and indicator mineral sampling those drainages already known to contain concentrations of commercial size diamonds.
The Merlin tenements will provide Striker with a second advanced project to compliment the company's existing focus at Seppelt in the North Kimberley of Western Australia. The Seppelt 2 pipe is currently undergoing pre-feasibility evaluation work in the form of bulk sampling and drilling. This information along with bulk sample results and diamond valuations will be used in broad scoping studies, examining the potential for open-pit and underground development. Recent bulk sample results of 2 carats per tonne and diamonds up to 8.5 carats in size have been reported.
Exploration continues around the Seppelt structural trend for additional pipes.
The principal terms of the agreement with Ashton include:
- Striker will acquire a 100% interest in the Merlin tenements by payment of A$250,000 cash $\bullet$ and the issue of $4.166.667$ shares at a price of 6 cents per share ($250,000) in Striker.
- a payment of A$200,000 on completion of the first 200 tonne bulk sample of kimberlite. $\bullet$
- a payment of A$2,000,000 at commissioning of a mine. $\bullet$
- Ashton will have an option to claw back a 51% interest in a discovery at pre-feasibility $\bullet$ whereby the insitu value of the resource exceeds A$1billion, by refunding to Striker an amount equalling three times exploration expenditure. If Ashton exercises its option, Striker and Ashton will enter into a joint venture to develop and mine the resource.
- Ashton will receive a 1% gross royalty on mineral production, but not in the event it re- $\bullet$ acquires a 51% interest in the project.
- $\bullet$ in the event that Ashton has exercised its option and re-acquired a 51% interest in the project, Rio Tinto will have commercial marketing rights to production of diamonds, otherwise Striker will market its own production.
Kimberley Database:
In addition. Striker proposes to enter into an exclusive licensing agreement with RTE over the majority of its extensive Kimberley diamond database. The non-transferable license will be for a 3-year period for a licence fee of $50,000 per year and various milestone payments. Striker's access and use of the Kimberley diamond database will be limited to diamond exploration.
Striker will undertake to spend $250,000 per annum on exploration in the first two years and $500,000 in the third year of the licence.
The Kimberley diamond database contains information relating to approximately 13,000 sample sites. The data has been accumulated over a 30 year period and includes SEM probe as well as indicator-mineral and diamond recovery data.
The data will be examined by Striker using advanced techniques and knowledge in order to identify areas of high priority interest thus allowing for generation of new exploration initiatives.
The other principal terms of the agreement include:
- a payment of A$200,000 on completion of the first 200 tonne bulk sample of kimberlite. $\bullet$
- a payment of A$2,000,000 at commissioning of a mine. ٠
- RTE will have an option to a claw back 51% in a discovery at pre-feasibility whereby the $\bullet$ insitu value exceeds A$1billion by refunding to Striker an amount equalling three times exploration costs. If RTE exercises its option, Striker and RTE will enter into a joint venture to develop and mine the resource.
- RTE will receive a 1% gross royalty on diamond production, but not in the event it regains a $\bullet$ 51% interest in the project.
- in the event RTE has exercised its option to re-acquire a 51% interest, Rio Tinto will have $\bullet$ commercial marketing rights to production of diamonds, otherwise Striker will market its own production.
Central Kimberley Project
Subject to Department of Industry & Resources ("DOIR") approval the company will enter into a farmin and joint venture agreement with RTE giving it the right, but not the obligation, to earn a 100% in RTE's Central Kimberley project, consisting of 4 exploration licences (Central Kimberley Project).
These central Kimberley tenements, which cover an area of $761 \text{ km}^2$ , have previously reported both indicator-minerals and diamonds, for which there is no known primary source.
The company's immediate focus will be on assessing and possibly drill testing already identified targets from RTE's survey data. Indicator mineral and bulk gravel sampling will also be conducted in selected catchments aimed at resolving the known enigmatic indicator mineral and diamond occurrences within the project area.
The principal terms of the agreement include:
- Striker has the right to earn a 100% interest in RTE's Central Kimberley Project of 761 $km2$ $\bullet$ by completing expenditure of A$1,500,000 over a four (4) year period.
- Striker can withdraw at any time subject to meeting DOIR expenditure commitments. $\bullet$
- Upon discovery of a kimberlite by Striker and where in the opinion of RTE information reported by Striker supports a reasonable inference of the discovery being a diamondiferous kimberlite, then RTE may elect to re-acquire a 60% interest in the diamondiferous kimberlite by sole funding exploration to completion of a pre-feasibility study. On earning a 60% interest, Striker will retain a 40% interest and the parties will form a joint venture to develop and mine the diamondiferous kimberlite. On formation of the joint venture the parties will contribute in accordance with their respective interests or dilute.
- RTE will receive a 1% gross revenue royalty on any diamond production from the Central $\bullet$ Kimberley Project, but not in the event that it earns an interest in the project.
- In the event that RTE has a 60% interest in the Central Kimberley Project it will have $\bullet$ commercial marketing rights to diamond production; otherwise Striker will market its own production.
Yours faithfully
The Sold
Clayton Dodd Managing Director