RED MOUNTAIN MINING LIMITED 11 September 2017 |
Dale Allen Australian Securities Exchange Level 40, Central Park 152 St Georges Terrace PERTH WA 6000 BY EMAIL: dale.allen@asx.com.au Dear Dale RMX ASX AWARE LETTER We refer to your letter dated 7 September 2017 and respond to the questions raised in your letter as follows:
Yes. Not applicable. 3. When did RMX first become aware of the improved earn in terms in relation to the Mokabe- Kasiri Cobalt copper Project? In answering this question, please specify the date and time that RMX first became aware of this information. The improved earn-in terms, together with the addition of significant additional tenure, were contained in an amendment agreement with the introducer of the Mokabe-Kasari Cobalt- Copper project (Project), CoCu Pty Ltd. A director of CoCu Pty Ltd (CoCu), Mr John Cross, was in the Democratic Republic of Congo (DRC) during the week beginning 28 August, 2017 and negotiations with Mr Cross and Mr Paul Hanna (a Perth based director of CoCu Pty Ltd) in respect of the amendment agreement concerning the altered commercial terms and the inclusion of additional tenure, continued until the evening of Thursday 31 August 2017. The amendment agreement was executed by Mr Cross in the DRC on Friday 1st September, and was sent by email to Mr King of RMX. Such e-mail was received by Mr King and timestamped 12.48pm WST on Friday 1 September, 2017. Given the 6 hour time difference between the DRC and Perth, the Company had not expected to receive the fully signed document during trading hours. Nevertheless, Mr King sent a response e-mail to Mr Cross and Mr Hanna at 12.50 pm WST on Friday 1 September noting that the final condition precedent to effectiveness of the overall agreement regarding tenure needed to be confirmed, and that he would revert once that was completed. The issue of tenure was fundamental to the Company in light of the issues that other foreign companies operating in the DRC had experienced, but also due to the fact that the Project area had, earlier in the transaction process with CoCu, been reduced (from 350 km2 to 116km2). The Company was therefore anxious to ensure that the agreed tenure package comprising 116km2 was in place. After |
reviewing the additional licenses that had recently been issued and which now formed part of the Project tenure package, Mr King spoke to Mr Hanna at approximately 2.15pm WST on this critical issue and to confirm that the condition precedent was satisfied and that the amendment agreement was therefore effective.
4. When did RMX first become aware of the "firm commitments" from professional and sophisticated investors to raise $735,000? In answering this question, please specify the date and time that RMX first became aware of this information.This confirmation was provided via email from the lead manager to the Board at 4.12pm WST on Tuesday 5 September 2017.
5. If RMX first became aware of the likelihood of improved terms before the Trading Halt Request was lodged on the Market Announcements Platform ("Platform"), did RMX make any announcement prior to the Trading Halt Request which clearly disclosed this information? If so, please provide details. If not, please explain why this information was not released to the market at an earlier time, commenting specifically on when you believe RMX was obliged to release this information under Liting Rules 3.1 and 3.1A, and what steps RMX took to ensure that this information was released promptly and without delay.
As above RMX became aware of the improved terms by way of an e-mail that delivered the fully signed amendment agreement which was received at 12.48pm on Friday 1 September, 2017. The amendment agreement (and indeed the whole transaction to earn-into the Project) was contingent on the entire tenure package being in place which was not confirmed until the afternoon of Friday 1 September. Accordingly, RMX did not have the opportunity to lodge an announcement disclosing the improved terms prior to the trading halt request.
-
If RMX first became aware of the likelihood of "firm commitments" from professional and sophisticated investors to raise $735,000 before the Trading Halt Request was lodged on the Market Announcements Platform ("Platform"), did RMX make any announcement prior to the Trading Halt Request which clearly disclosed this information? If so, please provide details. If not, please explain why this information was not released to the market at an earlier time, commenting specifically on when you believe RMX was obliged to release this information under Liting Rules 3.1 and 3.1A, and what steps RMX took to ensure that this information was released promptly and without delay.
Not applicable.
-
Please confirm that RMX is in compliace with the Listing Rules, in particular, Listing Rule 3.1.
Confirmed.
- Please confirm that RMX's responses to the questions above have been authorised and approved in accordance with its published continuous disclosure policy or otherwise by its board or an officer of RMX with delegated authority from the Board to respond to ASX on disclosure matters.
Confirmed.
Please do not hesitate to contact me if further information is required. Yours sincerely
Shannon Coates Company Secretary
7 September 2017
Ms Shannon Coates
Red Mountain Mining Limited Suite 5, 62 Ord Street
West Perth WA 6005 By email
Dear Ms Coates
RED MOUNTAIN MINING LIMITED ("RMX"): ASX AWARE LETTERASX Limited ("ASX") refers to the following.
RMX's response to an ASX Price Query letter released to the market at 7.10pm AEST on Thursday, 24 August 2017 ("Price Query Response"), disclosing, amongst other things, the following.
"That the Company is not aware of any information concerning it that has not been announced to the market which, if known by some in the market, could explain the recent trading in the Company's securities."
"As previously announced, the Company is continuing to work towards ensuring that required due diligence matters are in place in order that it can proceed with its proposed earn in to the DRC based Mokabe-Kasiri Cobalt-Copper Project. The Company will update the market as and when required in this respect. The Company confirms it is in compliance with the Listing Rules, in particular 3.1."
Trading in RMX's securities during the period Tuesday, 29 August 2017 to Friday, 1 September 2017, where RMX's share price increased from a closing price of $0.012 on 29 August 2017, reaching a high of $0.023 on Friday, 1 September 2017 (an increase of 91%) on higher than usual volumes, ("29 August to 1 September Trading").
RMX's request for a trading halt released to the market on Monday, 4 September 2017 at 9.27 AEST pending "the release of an announcement on capital raising activities and an update on the Mukabe- Kasari Cobalt-Copper project" ("Trading Halt Request").
RMX's announcement released to the market at 9.43am AEST on Wednesday, 6 September 2017 ("Company Update"), disclosing, amongst other things, the following.
"RMX to proceed with earn-in to acquire up to 90% of Mokabe-Kasari Cobalt Copper project located in world famous DRC Copper belt."
"Due diligence finalised, including site visit by CSA Global - grades up to 0.5% Cobalt."
"Phase 1 exploration to commence immediately and to target high-grade Cobalt zones."
ASX Compliance Pty Limited ABN 26 087 780 489
Level 40, Central Park 152-158 St George's Terrace
Perth WA 6000
www.asx.com.au Customer service 13 12 79
"Improved Earn-in terms completed."
"Placement to fund work programme together with assessment of additional opportunities completed."
Listing Rules and GuidanceListing Rule 3.1, which requires a listed entity to give ASX immediately any information concerning it that a reasonable person would expect to have a material effect on the price or value of an entity's securities.
The definition of "aware" in Chapter 19 of the Listing Rules. This definition states that:
"an entity becomes aware of information if, and as soon as, an officer of the entity (or, in the case of a trust, an officer of the responsible entity) has, or ought reasonably to have, come into possession of the information in the course of the performance of their duties as an officer of that entity."
Additionally, you should refer to section 4.4 in Guidance Note 8 Continuous Disclosure: Listing Rules
3.1 - 3.1B "When does an entity become aware of information".
Listing Rule 3.1A, which sets out exceptions from the requirement to make immediate disclosure, provided that each of the following are satisfied.
"3.1A Listing rule 3.1 does not apply to particular information while each of the following requirements is satisfied in relation to the information:
A.1 One or more of the following applies:
It would be a breach of a law to disclose the information;
The information concerns an incomplete proposal or negotiation;
The information comprises matters of supposition or is insufficiently definite to warrant disclosure;
The information is generated for the internal management purposes of the entity; or
The information is a trade secret; and
3.1A.2 The information is confidential and ASX has not formed the view that the information has ceased to be confidential; and
3.1A.3 A reasonable person would not expect the information to be disclosed."
ASX's policy position on the concept of "confidentiality" which is detailed in section 5.8 of Guidance Note 8 Continuous Disclosure: Listing Rules 3.1 - 3.1B "Listing Rule 3.1A.2 - the requirement for information to be confidential". In particular, the Guidance Note states that:
Page 2 of 5
Red Mountain Mining Limited published this content on 11 September 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 11 September 2017 10:23:08 UTC.
Original documenthttp://redmm.com.au/wp-content/uploads/008-RMX-ASX-Aware-Letter-Response_7-September-2017COMBINED.pdf
Public permalinkhttp://www.publicnow.com/view/A72CA4410D73DF0975AC3BD393EAF88FFA91BA16
