23 April 2021

Quarterly Activities and Cashflow Report

For the Period ended 31 March 2021

The Board of Red Emperor Resources NL (ASX/AIM: RMP) ("RMP", "Red Emperor" or the "Company") provides the following commentary on its activities and an Appendix 5B for the quarter ended 31 March 2021.

Proposed Acquisition of Panton PGM Project

On 25 March 2021 Red Emperor announced that it intends to acquire Great Northern Palladium Pty Ltd ("GNP") which owns 80%, and holds an option over the remaining 20%, of Panton Sill Pty Ltd, the holder of the Panton Platinum Group Metals ("PGM") Project (the "Panton PGM Project" or "Project") in the Kimberley region of Western Australia (the "Proposed Acquisition"). Details of the Proposed Acquisition are set out in such announcement, however the key transaction highlights include:

  • All equity consideration of A$17.5m (shares and options) to be paid to GNP's shareholders
  • Pre-existingIndependent JORC(2012) Mineral Resource Estimate ("MRE")* of: o 14.3Mt @ 2.39g/t Pd, 2.19g/t Pt, 0.27% Ni for 2.06Moz Pd/Pt
  • Former Stillwater Mining Company Managing Director, Mick McMullen, to be appointed as a strategic adviser and experienced company director, Justin Tremain, to join the Board, both on completion of the Proposed Acquisition
  • Subsequent to the quarter end, on 20 April 2021, Red Emperor also announced the proposed appointments of Allan Mulligan and Robert Mosig, as Proposed Non-Executive Technical Director and Proposed Non-Executive Director respectively, and Shane Hibbird as Consulting Geologist, all on completion of the Proposed Acquisition
  • MRE outcrops at surface and remains OPEN, along strike and at depth
  • MRE covers approximately 3.5 kilometres of the circa 12 kilometres of mapped outcropping PGM-bearing chromite reefs (remaining 8.5km relatively untested). No significant exploration performed for almost 20 years
  • Located in 'Tier One' mining jurisdiction of Western Australia
  • Project benefits from having a higher palladium grade relative to platinum grade, at a time of record palladium prices (c.US$2,400/ounce)
  • Historic studies on the Panton PGM Project undertaken when prevailing palladium prices were much lower
  • Step-outdrilling to test for extensions to the MRE to commence upon completion of the Proposed Acquisition, along with metallurgical and mining studies
  • Located on granted mining leases with excellent infrastructure including nearby (c.1 kilometre away) sealed highway and an existing exploration decline
  • A$10M equity raising to be undertaken at a price of A$0.10 per share on a post consolidated basis (14:100 consolidation) to provide strong financial position from which to advance the Panton PGM Project
  • Enterprise value of approximately A$26M at the fund raising price with cash of approximately A$9M upon successful completion of the Proposed Acquisition and associated fundraising

BOARD & MANAGEMENT

Greg Bandy

MANAGING DIRECTOR

Jason Bontempo

NON-EXECUTIVE DIRECTOR

Aaron Bertolatti

DIRECTOR & COMPANY SECRETARY

REGISTERED OFFICE

Level 1

35 Richardson Street

West Perth WA 6005

POSTAL ADDRESS

PO Box 1440

West Perth WA 6872

CONTACT DETAILS

Tel: +61 8 9212 0102

WEBSITE

redemperorresources.com

SHARE REGISTRY

Computershare

Level 11, 172 St Georges Tce

Perth WA 6000

Tel: 1300 850 505

NOMINATED ADVISER

Strand Hanson Limited

26 Mount Row

London W1K 3SQ

Tel: +44 (0) 207 409 3494

UK BROKER

Brandon Hill Capital

1 Tudor Street

London EC4Y 0AH

Tel: +44 (0) 203 463 5010

AUSTRALIAN BROKER

708 Capital Pty Ltd

Level 24, 25 Bligh Street

Sydney NSW 2000

Tel: +61 2 9112 2500

ASX CODE | AIM CODE

RMP

  • The Company will seek shareholder approval for the Proposed Acquisition under ASX Listing Rule 11.1.2 and re-comply with Chapters 1 and 2 of the ASX Listing Rules

As set out in the Company's announcement of 25 March 2021, the Company has been evaluating structuring options with its Nominated Adviser from a UK perspective and in light of certain differences between the requirements of the ASX Listing Rules and the AIM Rules for Companies ("AIM Rules") and the general chronology, processes and requirements of the two stock exchanges, the Board considers it to be in the best interests of Red Emperor and its shareholders as a whole to seek cancellation of the admission to trading of the Company's ordinary shares on AIM (the "Cancellation") in order to facilitate and ensure the timely implementation of the Proposed Acquisition and associated fundraising in Australia on the ASX on the commercial terms and timeframe agreed with the major shareholders of GNP.

Accordingly, as announced on 20 April 2021, Cancellation is scheduled to occur at 7.00 a.m. (London time) on 19 May 2021 and in accordance with the guidance notes to AIM Rule 41, shareholder consent in a general meeting of the Company is not required as the Company is maintaining its listing on ASX, being an AIM Designated Market as defined in the AIM Rules. It is expected that trading on AIM will remain suspended until the Cancellation. It is currently intended that re-admissionto trading on AIM for the enlarged entity will then be sought as soon as practicable (targeting July 2021) following successful completion of the Proposed Acquisition and capital raising on the ASX in order to restore the enlarged entity's dual listing at the earliest opportunity. There can be no guarantee that the Company will be able to complete the Proposed Acquisition or any alternative transaction and consequently be re-admitted to trading on AIM.

Financial Commentary

The Quarterly Cashflow Report (Appendix 5B) for the period ending 31 March 2021 provides an overview of the Company's financial activities. The Company is in a strong financial position with A$3.98 million in cash at the end of the quarter. This will be sufficient to fund corporate costs well into 2021 and also facilitate the completion of the Proposed Acquisition and satisfaction of the costs associated with the re-compliance with Chapters 1 and 2 of the ASX Listing Rules.

Payments for administration and corporate costs amounted to A$249k and related to costs incurred in respect of and associated with directors' fees, listing and compliance, legal and consulting fees. The aggregate amount of payments to related parties and their associates included in the quarter's cash flows from operating activities was approximately A$72.5k (please refer to Table 1 below).

Authorised for release by: Greg Bandy - Managing Director

For further information, please visit www.redemperorresources.com or contact:

Red Emperor Resources NL - Greg Bandy

+61

8 9212 0102

Strand Hanson Limited (Nominated Adviser) -

James Harris

+44

(0)

20 7409 3494

Brandon Hill Capital (UK Broker)

+44

(0)

203 463 5010

708 Capital Pty Ltd (Australian Broker)

+61

(0)

2 9112 2500

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of the European (Withdrawal) Act 2018.

  • - The Company announced the Mineral Resource Estimate in its announcement entitled "Proposed Acquisition of +2Moz Panton
    PGM Project" on 25 March 2021, which included the Competent Person statements and consents required by Listing Rule 5.22.
    The Company is not aware of any new information that materially affects the information included in that announcement, and all material assumptions and technical parameters underpinning the estimate in that announcement continue to apply and have not materially changed.

2 | P a g e

Table 1: Payments to Related Parties of the Entity and their Associates

Item

Current

Previous

Quarter (A$)

Quarter (A$)

Directors' Remuneration

Managing Director's Fees and Superannuation

49,275

49,275

Non-Executive Director Fees and Superannuation

8,213

8,213

Company Secretarial and CFO Fees

15,000

15,000

Total payments to related parties of the entity and their associates

72,488

72,488

3 | P a g e

Rule 5.5

Appendix 5B

Mining exploration entity or oil and gas exploration entity

quarterly cash flow report

Name of entity

RED EMPEROR RESOURCES NL

ABN

Quarter ended ("current quarter")

99 124 734 961

31 March 2021

Consolidated statement of cash flows

Current quarter

Year to date

$A'000

(9 months)

$A'000

1.

Cash flows from operating activities

1.1

Receipts from customers

-

-

1.2

Payments for

(a)

exploration & evaluation

-

-

(b)

development

-

-

(c)

production

-

-

(d)

staff costs

-

-

(e)

administration and corporate costs

(249)

(665)

1.3

Dividends received (see note 3)

-

-

1.4

Interest received

3

15

1.5

Interest and other costs of finance paid

-

-

1.6

Income taxes paid

-

-

1.7

Government grants and tax incentives

3

43

1.8

Other (provide details if material)

-

-

1.9

Net cash from / (used in) operating

(243)

(607)

activities

2.

Cash flows from investing activities

2.1

Payments to acquire or for:

(a)

entities

-

-

(b)

tenements

-

-

(c)

property, plant and equipment

-

-

(d)

exploration & evaluation

-

(13)

(e)

investments

-

-

(f)

other non-current assets

-

-

ASX Listing Rules Appendix 5B (17/07/20)

Page 1

+ See chapter 19 of the ASX Listing Rules for defined terms.

Appendix 5B Mining exploration entity or oil and gas exploration entity quarterly cash flow report

Consolidated statement of cash flows

Current quarter

Year to date

$A'000

(9 months)

$A'000

2.2

Proceeds from the disposal of:

(a)

entities

-

-

(b)

tenements

-

-

(c) property, plant and equipment

-

-

(d)

investments

-

-

(e)

other non-current assets

-

-

2.3

Cash flows from loans to other entities

-

-

2.4

Dividends received (see note 3)

-

-

2.5

Other (provide details if material)

-

-

2.6

Net cash from / (used in) investing

-

(13)

activities

3. Cash flows from financing activities

3.1 Proceeds from issues of equity securities

(excluding convertible debt securities)

-

-

3.2

Proceeds from issue of convertible debt

-

-

securities

3.3

Proceeds from exercise of options

-

-

3.4

Transaction costs related to issues of equity

-

-

securities or convertible debt securities

3.5

Proceeds from borrowings

-

-

3.6

Repayment of borrowings

-

-

3.7

Transaction costs related to loans and

-

-

borrowings

3.8

Dividends paid

-

-

3.9

Other (provide details if material)

-

-

3.10

Net cash from / (used in) financing

-

-

activities

4. Net increase / (decrease) in cash and cash equivalents for the period

4.1

Cash and cash equivalents at beginning of

4,226

4,603

period

4.2

Net cash from / (used in) operating

(243)

(607)

activities (item 1.9 above)

4.3

Net cash from / (used in) investing activities

-

(13)

(item 2.6 above)

4.4

Net cash from / (used in) financing activities

-

-

(item 3.10 above)

ASX Listing Rules Appendix 5B (17/07/20)

Page 2

+ See chapter 19 of the ASX Listing Rules for defined terms.

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

Red Emperor Resources NL published this content on 23 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 April 2021 23:43:07 UTC.