North River Share Discussion Threads

[crunch123] 28/6/2016 17:26

Thanks YT - did you go to the AGM?

Need to read this more thoroughly but looks like there's no alternative to the proposals.

Should hear from Ministry re: Mining Licence by 2nd July, but then depends on content (which may well centre on the discrepancy between currently required 'locals' participation' and the impending legislation).

There's a 1 for 250 share consolidation (if my maths is right 'cos couldn't see the figures from brief perusal) - I hate share consolidations but the writing was on the wall for this since the share price dipped below nominal 0.2p.

New shares being sold at 23.75p which equates to a pre-consolidation price of 0.0095p.
Offer is 1.41 for every 250 post consolidation shares (or 352.5 shares for every 250 currently held).

[yellowthroat] 28/6/2016 17:06

Rod Beddows says the Ministry are due to come back to them by July 2nd and may accept North's points.

Funding because they may not and this could drag on.

YT

[yellowthroat] 28/6/2016 16:45

PLEASE NOTE :

The Greenstone Placing:

-- leaves the Company substantially debt free (subject to the Waiver and approval of all Resolutions) at a time when the timeline through to commencement of cash generative activities to support the service and repayment of debt is not clear, and secures US$2.5 million working capital after repayment of the 2015 Convertible Loan Notes;

-- provides certainty of funding for the Phase One Funding Requirement whatever the outcome of the Open Offer and Placing; and

-- demonstrates the confidence that the Independent Directors and Greenstone have in the Namib Project, which the Independent Directors hope will encourage other investors to take up the US$3.92 million to be offered in the Open Offer and Placing.

Accordingly, the Independent Directors consider, having consulted with Strand Hanson, that the terms of the Greenstone Placing are fair and reasonable insofar as Shareholders are concerned.

[yellowthroat] 28/6/2016 16:43

Edited some of it, tried to pick out relevant so you can read it on the thread. Sorry if didnt want this but soon will be in the thread history.

Appears as though NRRP has to raise monies through GS as no-one else and the Namibian govt has caused all this delay through their govt introducing all these new bills and not granting the licence.

GS are saying that they will waiver take-over. Will have about 76% of the stock after this. Company saying will go bust if not effectively.

Option on Phase Two to get other companies to fund and lower GS interest ?

Not unexpected to be perfectly honest and that licence and the development of Namib EPL 2092 needs to happen.

GS would seize the asset rather than buy-out the company. Pointless selling as there will not be a buy-out and they are wavering right to take company over, are implying independent directors etc.....

Hold and wait and see I feel rather than dump at below 0.10p dont know.

Thoughts ?

YT

[yellowthroat] 28/6/2016 16:38

20. Consequences of a failure to approve the Resolutions
Greenstone's subscription for $5.6 million of Loan Notes provides the Company with certainty of funding from today, without which it would need to commence drastic measures to reduce spending and more than likely enter into an insolvency process, which would almost certainly lead to the loss of control over the Company's principal asset, being the Namib Project. The Loan Notes subscription and the Financing Proposals are the only terms on which Greenstone is willing to finance the Company at this stage and, whether or not the elements of the Financing Proposals which are subject to Shareholder approval (the subject of this document) are approved, the Loan Notes subscription and the Financing Proposals secure the Company's immediate financial position and provide a structure in which all Shareholders are able to participate and to retain an interest in the Company.

If any of the Resolutions set out in the notice of General Meeting of the Company dated 28 June 2016 are not passed, none of the Financing Proposals will proceed. In that event, absent any other fundraising by the Company, it is highly likely that the Company would be unable to repay the Loan Notes before the later Maturity Date and would therefore be in default of the terms of the Loan Notes.

In such circumstances, Greenstone would be able to enforce the Security over the Group's principal asset, being the operating subsidiary which owns and operates the Namib Project. Greenstone has indicated that in the event of such a default it would be its intention to enforce the Security. This would leave the Group in a highly uncertain financial position and in all likelihood it would result in the Group ceasing to trade, insolvency and, ultimately, the liquidation of the Group resulting in shareholders losing their investment in the Company.

The Independent Directors, having considered the likely alternative sources capital available to the Company, believe that it is highly unlikely that alternative funding could be secured before the later Maturity Date. As such, it is critical that Shareholders vote in favour of the Resolutions at the General Meeting so that the Financing Proposals can proceed and the Group can continue trading.

21. Irrevocable Undertakings
As at the date of the Circular, the Company has received:

(a) irrevocable undertakings from each of James Beams, Mark Thompson and Kenneth Sangster to vote in favour of the Resolutions covering their entire combined shareholdings of 82,146,559 Existing Ordinary Shares, representing 3.74 per cent. of the Issued Share Capital; and

(b) an irrevocable undertaking from Greenstone to vote in favour of the Resolutions covering its entire shareholding of 659,507,644 Existing Ordinary Shares, representing 29.99 per cent. of the Issued Share Capital, except for the Whitewash Resolution on which, in accordance with the City Code, Greenstone is not eligible to vote.

In an aim to reduce the dilutive effects suffered by Eligible Shareholders as a consequence of the proposed 30 per cent. conversion by Greenstone of the Loan Notes following the close of the Open Offer and Placing, Greenstone has undertaken and agreed to be excluded from the Open Offer (and, in addition, has been deemed ineligible to participate in the Open Offer by virtue of the jurisdiction of its holding). Consequently, entitlements under the Open Offer are calculated excluding Greenstone's shareholding in order to try and reduce the dilutive effects of the Greenstone Placing and Placing, should each Eligible Shareholder take up his/her pro rata entitlements under the Open Offer in full.

Consequently, the total number of Open Offer Shares available to Eligible Shareholders under the Open Offer is 8,683,254, which represent 100 per cent. of the total number of Open Offer Shares and 49 per cent. of the total number of New Ordinary Shares to be issued pursuant to the Open Offer, Placing and Greenstone Placing (on conversion of the Loan Notes) together.

23. Recommendation
The Independent Directors, who have been so advised by the Company's financial adviser, Strand Hanson, consider the Financing Proposals to be fair and reasonable and in the best interests of Independent Shareholders and of the Company as a whole. Accordingly, the Independent Directors recommend that the Independent Shareholders vote in favour of the Whitewash Resolution (Resolution 4) at the General Meeting as they intend to do in respect of their entire holdings which amount to interests in 92,146,559 Existing Ordinary Shares, representing approximately 4.19 per cent. of the Existing Ordinary Shares.

The Directors consider that the Financing Proposals are in the best interests of the Company and Shareholders as a whole, and that the Namib Project continues to be the best option to create value for all Shareholders. Accordingly, the Directors recommend that Shareholders vote in favour of the Resolutions at the General Meeting as they intend to do in respect of their entire holdings which amount to interests in 92,146,559 Existing Ordinary Shares, representing approximately 4.19 per cent. of Existing Ordinary Shares.

Voting on the Whitewash Resolution will be by means of a poll at the General Meeting of Independent Shareholders.

Greenstone will not vote on the Whitewash Resolution at the General Meeting.

Yours faithfully,

Rodney Beddows

Independent Non-Executive Chairman

[yellowthroat] 28/6/2016 16:36

12. Relationship Agreement
Greenstone has agreed to be bound by the terms of the Relationship Agreement, as summarised in paragraph 5 of Part II. The Relationship Agreement includes, inter alia, the following minority shareholder protections:

(a) the Company shall carry on its business independently of Greenstone, Greenstone Management Limited and their respective Subsidiaries (the "Significant Shareholder Group") having regard to the interests of the Company's Shareholders as a whole, rather than for the benefit of any particular Shareholder or group of Shareholders;

(b) the business and affairs of the Company shall, subject to the terms of the Relationship Agreement, be managed by the Board in accordance with the Articles and all applicable laws;

(c) the Company shall comply with the AIM Rules;
(d) the provisions of the Relationship Agreements shall be observed;
(e) Greenstone shall use its voting rights at each annual general meeting of the Company to vote in favour of resolutions seeking to confer authority on the Board to issue Equity Securities generally and free of statutory pre-emption rights, during each calendar year, up to 5 per cent. of the then Issued Share Capital of the Company (unless a higher figure is agreed between Greenstone and the Company for the relevant calendar year);

(f) Greenstone shall exercise its voting rights in respect of the Company and procure that the other members of the Significant Shareholder Group vote in such manner as may be required to ensure (in so far as it is reasonably able to do so) that:

(i) the affairs of the Company are conducted consistently with the principles summarised in paragraphs (a) to (d) above (provided that, in the case of general principal (a), this undertaking shall not prevent Greenstone from exercising its voting rights in its own self interests);

(ii) save as contemplated by the Resolutions, no amendments shall be made to the Articles without the prior approval of the Board or that are inconsistent with the principal that:

(A) the majority of the Directors shall be independent directors (which, for the purposes of the Relationship Agreement and this paragraph 12 of Part I of the Circular, shall mean a director who: (i) has not been nominated by, nor employed by, nor been an officer or director of, nor otherwise the recipient of any ongoing or past financial compensation from, in each case directly or indirectly, any member of the Significant Shareholder Group or any Associate of the Significant Shareholder Group, and/or who (ii) is considered to be independent of the Significant Shareholder Group and Associate of the Significant Shareholder Group by the nominated adviser of the Company,acting reasonably taking into account applicable laws) and meetings of the Board shall not be quorate without a majority of independent directors (an "Independent Quorum") being present, provided that any meeting of the Board postponed for lack of an Independent Quorum shall, when reconvened, be quorate provided any two Directors are present;

(B) committees of the Board shall be comprised of a majority of independent directors and shall be chaired by an independent director;

(iii) the majority of the Directors shall be independent directors;

13. Proposed Share Capital Reorganisation
Overview

The Company presently has 2,199,091,843 Existing Ordinary Shares in issue, each of which has a nominal value of GBP0.002. The 20-day VWAP as at 24 June 2016 is GBP0.0011 and the Company is not permitted by law to issue shares at an issue price which is below their nominal value. In order to enable the Company to issue shares in the future at an issue price which exceeds their nominal value, and to reduce the number of shares in issue, shareholder approval is being sought to complete a share capital reorganisation ("Share Capital Reorganisation"). The Share Capital Reorganisation is subject to Shareholder approval and therefore the passing of Resolutions 1, 2 and 5.

As more fully explained below, the Share Capital Reorganisation is a standard, multi-phase process designed to alter the nominal value of the Company's ordinary share capital and create an appropriate buffer between the nominal value and market value of such shares.

As set out in the Circular, the Company needs to reduce its debt obligations and raise additional finance for working capital and in order to progress the development of the Namib Project. Under the Companies Act, the current nominal value restricts the Company's ability to raise capital through the issue of additional equity. The Company's ability to preserve cash by using its shares as consideration for various ongoing expenses (such as consultants' fees and a portion of Directors salaries) would, should it wish to do so, be similarly restricted.

15. Admission to AIM, settlement and dealings
Application will be made to the London Stock Exchange for the New Ordinary Shares following the Share Capital Reorganisation, including the Open Offer Shares, Placing Shares and New Greenstone Shares, to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in respect of the New Ordinary Shares will commence at 8.00 a.m. on 19 July 2016.

Further information in respect of settlement and dealings in the Open Offer Shares is set out in paragraph 9 of Part II of the Circular.

The Open Offer Shares, Placing Shares and New Greenstone Shares will represent, in aggregate, approximately 200 per cent. of the Company's existing Issued Share Capital and approximately 66.7 per cent. of the Enlarged Share Capital.

[yellowthroat] 28/6/2016 16:33

11. Related Party Transaction
Greenstone is a related party of the Company for the purposes of the AIM Rules by virtue of its shareholding in the Company and Mark Sawyer (who is Greenstone's representative) being a non-executive director of the Company. In such circumstances, the Independent Directors are required by the AIM Rules, in consultation with Strand Hanson, the Company's nominated adviser under the AIM Rules, to consider the Financing Proposals and reach an opinion as to whether the terms of the proposed issue of Loan Notes and connected agreements are fair and reasonable insofar as Shareholders are concerned.

The Independent Directors have considered other sources of funding before entering into negotiations and ultimately reaching agreement with Greenstone. In general terms, raising debt or equity finance for pre- production mining ventures has become more difficult over recent years, as both debt and equity investors have increasingly turned away from the sector and commodity prices have remained weak. The Independent Directors have considered other alternative sources of funding, including bank debt and alternative private equity, and have concluded that such alternatives would neither be prudent without any mining revenue streams nor available to the Company, within the required timeframe, on terms more beneficial than those offered by Greenstone.

The Company has been successful in the past in raising small tranches of equity funding from investors other than Greenstone of around US$1.0 million or less from equity investors. However, the Independent Directors believe that the Company's near term funding requirements are such that a larger raise is necessary to enable the repayment of the 2015 Convertible Loan Notes to render the Company substantially debt free and to provide ongoing working capital for the Namib Project's further development.

The Greenstone Placing:

-- leaves the Company substantially debt free (subject to the Waiver and approval of all Resolutions) at a time when the timeline through to commencement of cash generative activities to support the service and repayment of debt is not clear, and secures US$2.5 million working capital after repayment of the 2015 Convertible Loan Notes;

-- provides certainty of funding for the Phase One Funding Requirement whatever the outcome of the Open Offer and Placing; and

-- demonstrates the confidence that the Independent Directors and Greenstone have in the Namib Project, which the Independent Directors hope will encourage other investors to take up the US$3.92 million to be offered in the Open Offer and Placing.

Accordingly, the Independent Directors consider, having consulted with Strand Hanson, that the terms of the Greenstone Placing are fair and reasonable insofar as Shareholders are concerned.

[yellowthroat] 28/6/2016 16:32

6. Principal terms of the Open Offer
A total of approximately GBP2.06 million is being raised through the Open Offer pursuant to which up to 8,683,254 Open Offer Shares are being hereby offered at an issue price of 23.75 pence per share (on a post Share Capital Reorganisation basis) to Eligible Shareholders on the terms and conditions set out in the Circular and in the Application Form. The Issue Price represents a discount of approximately 5 per cent. to the closing mid-market price of 0.1 pence per Existing Ordinary Share on 24 June 2016, being the last practicable Business Day prior to the announcement of the Open Offer.

8. Independent advice
Strand Hanson has provided advice to the Independent Directors in relation to the Waiver in accordance with the requirements of paragraph 4(a) of Appendix 1 to the Code. This advice was provided by Strand Hanson to only the Independent Directors and, in providing such advice, Strand Hanson has taken into account the Independent Directors' commercial assessments as well as, but not limited to, the confirmations of the future intentions of Greenstone as described in paragraph 9 of this Part I.

9. Greenstone's Intentions
Greenstone has confirmed that it does not currently intend, irrespective of whether or not it obtains any increase in its interest in shares carrying voting rights as a result of the Financing Proposals, to seek any change in the general nature and strategy of the Company's business, nor does it currently intend to take any action, other than as provided pursuant to its rights under the Relationship Agreement or as reasonably required in the ordinary course of the Company's business, to alter the management of the Company or the continued employment of its employees (including any material change in conditions of employment), employer contributions into the Company's pension schemes, the location of the Company's places of business, the maintenance of the Company's trading facilities of its shares or the deployment of the Company's fixed assets.

10. Information regarding Greenstone
Greenstone was established in Guernsey, Channel Islands on 16 July 2013 and was registered with the Guernsey Financial Services Commission ("GFSC") as a closed ended investment fund on 8 August 2013. Greenstone was established with the purpose to pursue investments in post-exploration metals and mining projects (from pre-feasibility study through to production stages) in both developed and emerging markets. The size of the Greenstone fund is approximately US$150 million and five (5) investments have been made to date. Greenstone's manager and general partner is Greenstone Management Limited ("GML"), a non- cellular Guernsey company limited by shares. GML's directors are Michael Haworth, Mark Sawyer, Sadie Morrison and Joanna Duquemin Nicolle. GML is licensed by the GFSC to carry out the activities of promotion, subscription, registration, dealing, management, administration and advising with registration number 2103131. Investment decisions relating to Greenstone are taken by GML.

Further information in relation to Greenstone is provided in Part V of the Circular.

11. Related Party Transaction
Greenstone is a related party of the Company for the purposes of the AIM Rules by virtue of its shareholding in the Company and Mark Sawyer (who is Greenstone's representative) being a non-executive director of the Company. In such circumstances, the Independent Directors are required by the AIM Rules, in consultation with Strand Hanson, the Company's nominated adviser under the AIM Rules, to consider the Financing Proposals and reach an opinion as to whether the terms of the proposed issue of Loan Notes and connected agreements are fair and reasonable insofar as Shareholders are concerned.

The Independent Directors have considered other sources of funding before entering into negotiations and ultimately reaching agreement with Greenstone. In general terms, raising debt or equity finance for pre- production mining ventures has become more difficult over recent years, as both debt and equity investors have increasingly turned away from the sector and commodity prices have remained weak. The Independent Directors have considered other alternative sources of funding, including bank debt and alternative private equity, and have concluded that such alternatives would neither be prudent without any mining revenue streams nor available to the Company, within the required timeframe, on terms more beneficial than those offered by Greenstone.

The Company has been successful in the past in raising small tranches of equity funding from investors other than Greenstone of around US$1.0 million or less from equity investors. However, the Independent Directors believe that the Company's near term funding requirements are such that a larger raise is necessary to enable the repayment of the 2015 Convertible Loan Notes to render the Company substantially debt free and to provide ongoing working capital for the Namib Project's further development.

The Greenstone Placing:

-- leaves the Company substantially debt free (subject to the Waiver and approval of all Resolutions) at a time when the timeline through to commencement of cash generative activities to support the service and repayment of debt is not clear, and secures US$2.5 million working capital after repayment of the 2015 Convertible Loan Notes;

-- provides certainty of funding for the Phase One Funding Requirement whatever the outcome of the Open Offer and Placing; and

-- demonstrates the confidence that the Independent Directors and Greenstone have in the Namib Project, which the Independent Directors hope will encourage other investors to take up the US$3.92 million to be offered in the Open Offer and Placing.

Accordingly, the Independent Directors consider, having consulted with Strand Hanson, that the terms of the Greenstone Placing are fair and reasonable insofar as Shareholders are concerned.

[yellowthroat] 28/6/2016 16:28

4. Use of Proceeds
As agreed between the Company and Greenstone pursuant to the Subscription Agreement, the proceeds of the Greenstone Placing will be used to:

(a) to repay amounts owing by the Company to Greenstone in respect of the 2015 Convertible Loan Notes;

(b) to meet the Phase One Funding Requirements under the Work Programme. This includes, inter alia, short term working capital requirements including (i) the resource expansion drilling currently underway, (ii) securing the Mining Licence and (iii) preparing to build the core project team for the Namib Project in order to commence with outstanding pre-construction work streams; and

(c) cover general corporate overheads and costs associated with fundraising, including the costs related to the Financing Proposals and the Greenstone Placing.

The proceeds of the Open Offer and the Placing will be used to repay up to 70 per cent. of the Loan Notes as described in the introduction to this Part I.

The Board will only be able to take a decision to commence construction once the Mining Licence has been granted, appropriate financing to cover the costs of construction (by way of the Phase Three Funding Requirement) has been agreed and subject to an assessment of the economics of the Namib Project at the time.

While the Company believes that the balance of US$2.5 million proposed to be raised pursuant to the Open Offer, the Placing and the Greenstone Placing (following repayment of the 2015 Convertible Loan Notes from the total amount of US$5.6 million raised under the Greenstone Placing) will be sufficient to meet the Phase One Funding Requirement, additional funding will be required for the Phase Two Funding Requirement and Phase Three Funding Requirement. In addition, the Work Programme could be revised to adapt to circumstances as the ongoing ML Proposal discussions unfold, and it is likely that further working capital will be required if there are significant further delays in the issuance of the Mining Licence. The Company is therefore seeking, additional authority as part of and pursuant to Resolutions 3 and 6 to raise further equity of up to a further US$2.5 million for working capital purposes free from statutory pre-emption rights.

During the past 6 months, the Company has continued to engage with multiple parties to potentially include a debt component into overall financing package for the Namib Project's Phase Three Funding Requirement at the point of an investment decision. It is clear that the availability of debt for the sector has become tougher to obtain due to generally weak commodity prices, even for commodities with positive fundamentals such as zinc and lead, and uncertainty regarding the potential statutory requirements of the proposed draft NEEEF Bill. The Company is conscious that there is no guarantee that debt finance will be available at the relevant time and as such is aware of the need to make the necessary provisions for this in its financing strategy.

5. Information on the Greenstone Placing and the Financing Proposals
Issue of Loan Notes

Greenstone has agreed conditionally to subscribe for a total amount of US$5.6 million Loan Notes, which shall carry interest at an initial rate of 10 per cent. per annum (rising to 20 per cent. per annum if the Resolutions are not approved) and shall be repayable on the relevant Maturity Date, on, and subject to, the terms of the Subscription Agreement and Loan Note Instrument. Approximately US$3.1 million of the US$5.6 million will be used to fully repay and cancel the 2015 Convertible Loan Notes. The remainder of the funding will, as detailed above, be used to continue advancement of the Namib Project towards a construction decision and to meet immediate working capital requirements.

Greenstone's subscription is binding and settlement is due no later than 15 July 2016, being prior to the General Meeting, subject only to there being no change in relation to any member of the Group which is, or could reasonably be expected to be, material and adverse to the business, operations, financial condition or assets and liabilities of any member of the Group (save for certain carve outs, including where such material adverse change results from changes to global mining industry wide conditions or financial market conditions). In the event that Greenstone's subscription does not complete as a result of such material adverse change, the Financing Proposals will not proceed. Further information regarding the Subscription Agreement and Loan Note Instrument are set out in Part III of the Circular.

The Loan Note Instrument contains a number of Events of Default, as more fully detailed in Part III of the Circular, and is secured by a pledge and cession in security over 100 per cent. of the issued share capital of NLZM, which owns the Namib Project and the Company's outstanding loan claims against NLZM (such pledge and cession in security is referred to as the "Security").

At the Maturity Date, the Company shall have the right to repay up to 70 per cent. of the Loan Notes, in which case (assuming all Resolutions are approved) the remaining 30 per cent. of the Loan Notes would be converted into New Greenstone Shares pursuant to the Conversion Requirement and Greenstone would hold approximately 29.997 per cent. of the Enlarged Share Capital.

As noted above, if there is no take up from existing or new investors under the Open Offer or Placing, and assuming all Resolutions are approved, all of the Loan Notes would be converted into New Greenstone Shares pursuant to the Conversion Requirement, and Greenstone would hold approximately 76.67 per cent. of the Enlarged Share Capital.

As noted in paragraph 1, the Company and Greenstone are therefore seeking the Waiver and approval of the Whitewash Resolution, so as to enable Greenstone, on conversion of the Loan Notes (assuming that the Resolutions giving the directors the authority to allot the New Greenstone Shares on a non-pre-emptive basis are approved at the General Meeting) to increase its interest in the share capital of the Company to more than 30 per cent. of the voting rights of the New Ordinary Shares and any issued Open Offer Shares and Placing Shares without being required to make a Mandatory Offer for the Company.

Equity Fundraising

The Company proposes to raise further capital by way of an issue of Open Offer Shares and Placing Shares, comprising the Open Offer and the Placing.

The Board is grateful for the continued support received from Shareholders and is now pleased to offer all Eligible Shareholders the opportunity, subject to approval of the Resolutions, to subscribe, at the Issue Price, for an aggregate of 8,683,254 Open Offer Shares, raising gross proceeds of up to GBP2.06 million (approximately US$2.76 million), being the maximum amount, when aggregated with amounts raised under the 2015 Open Offer, issuable under an open offer without incurring the additional expenses of publishing a prospectus. The Issue Price represents a discount of 13.6 per cent. to the 20 day volume weighted average price EV compliant ("VWAP") on 24 June 2016, being the last practicable Business Day before publication of this announcement.

Eligible Shareholders are being given the opportunity to subscribe for their Open Offer Entitlements at the Issue Price payable in full on application and free of all expenses, pro rata to their existing shareholdings on the basis of:

1.41 Open Offer Shares for every 250 Existing Ordinary Shares held

as calculated on the Open Offer Record Date. Open Offer Entitlements will be rounded down to the nearest whole number of New Ordinary Shares and fractional entitlements which would have otherwise arisen will not be issued. Note, in the event that the Share Capital Reorganisation was not taking place, this would equate to 352.5 new shares for every 250 Existing Ordinary Shares held.

As stated above, Greenstone has committed to advancing the full US$5.6 million required to meet the Phase One Funding Requirement pursuant to the Greenstone Placing and issue of the Loan Notes. Assuming the Open Offer and the Placing proceed to raise the full US$3.92 million, in aggregate, from Eligible Shareholders and investors (respectively) other than Greenstone:

(a) 70 per cent. of the Loan Notes will be repaid (and cancelled) on the initial Maturity Date, attracting no further interest; and

(b) assuming all Resolutions are approved, the remaining 30 per cent. of the Loan Notes will be converted fully at the Issue Price such that Greenstone will hold approximately 29.997 per cent. of the Enlarged Issued Share Capital following the Open Offer and the Placing, and no Loan Notes will be outstanding following such repayment and conversion.

In an aim to reduce the dilutive effects suffered by Eligible Shareholders as a consequence of the proposed 30 per cent. conversion by Greenstone of the Loan Notes following the close of the Open Offer and Placing, Greenstone has undertaken and agreed to be excluded from the Open Offer (and, in addition, has been deemed ineligible to participate in the Open Offer by virtue of the jurisdiction of its holding). Consequently, entitlements under the Open Offer are calculated excluding Greenstone's shareholding in order to try and reduce the dilutive effects of the Greenstone Placing and Placing, should each Eligible Shareholder take up his/her pro rata entitlements under the Open Offer in full.

Furthermore, Eligible Shareholders have the opportunity to apply for additional Open Offer Shares under the Excess Applications Facility (further details of the Excess Applications Facility are set out in paragraph 6 of this Part I and Part II of the Circular).

The Company intends to place any Open Offer Shares not taken up in the Open Offer together with a further 3,634,105 Placing Shares with institutional or other suitably qualified investors at the Issue Price, such that the Company will be able to repay up to 70 per cent. of the Loan Notes in full by the Maturity Date. However, there is no guarantee that all of the available shares will be placed and, if the Open Offer and Placing do not raise the full US$3.92 million, in aggregate, the Company would not be in a position to fully repay the full 70 per cent. of the Loan Notes and, assuming the Waiver is obtained and all Resolutions are approved in full, the remaining balance of Loan Notes not repaid will be converted in full on the Maturity Date.

The terms of the Open Offer are described in paragraph 6 of Part I and Part II of the Circular. The terms of the Greenstone Placing are described in Part II of this announcement and Part III of the Circular.

[yellowthroat] 28/6/2016 16:28

3. Background to and reasons for the Financing Proposals
From September to October 2015, the Company carried out an open offer and placing to eligible Shareholders, and issued the 2015 Convertible Loan Notes to Greenstone raising, in aggregate, a total amount (before expenses) of US$4 million. This was anticipated as being sufficient to provide working capital to enable ongoing development of the Namib Project through to the point at which a decision could be taken to commence construction of the mine (subject to the assumption that the Mining Licence would be received by 31 October 2015).

The Mining Licence was not received by 31 October 2015 and, although considerable progress has been made, as at the date of the Circular, the Mining Licence has still not been granted given the new process and timetable provided for under the Supplementary Terms & Conditions. As announced on 1 February 2016, the Company received a Notice of Preparedness to Grant the Mining Licence, which the Company formally accepted on 26 February 2016, having raised certain queries with the Ministry regarding the Supplementary Terms & Conditions which will attach to the Mining Licence. On 25 April 2016, the Company's 100 per cent. held subsidiary, NLZM, submitted the ML Proposal following which the Ministry had 30 days to propose amendments, if any, to the ML Proposal which the Ministry believes would enable NLZM to support the Namibian Government's objectives for broad based empowerment and poverty eradication.

As at the date of the issue of this announcement, the Group still awaits a formal response from the Ministry on the ML Proposal of 25 April 2016 and to queries raised by the Company in February 2016 on the Supplemental Terms & Conditions. On 2 June 2016, the Ministry informed NLZM that it is still reviewing the ML Proposal and that it shall respond to NLZM within 30 days being on or before 2 July 2016.

Should NLZM be dissatisfied with the Ministry's counter-proposal to the ML Proposal it will have an additional 30 days within which to make written representations to the Ministry, upon consideration of which the Ministry shall notify NLZM of the final terms and conditions upon which the Ministry is prepared to grant the Mining Licence.

Although the funds raised in September 2015 were intended to fund the Company through the award of the Mining Licence, the time required to reach that stage has been much longer than anticipated. Accordingly, in addition to the operational focus outlined above, the Company has undertaken a process of reviewing and reducing costs both at an operational and a corporate level in order to make the best use of Shareholders' funds.

Immediately prior to the issue of the Loan Notes, Company required additional funding in order to cover the short term working capital required to continue, in the first instance, with the resource expansion drilling programme currently underway and support ongoing efforts to secure the Mining Licence. The Greenstone Placing will enable the Company to redeem in full the 2015 Convertible Loan Notes (which bear interest at the rate of 10 per cent. per annum) and will provide $2.5 million of new working capital (before expenses).

The Financing Proposals have been structured to minimise dilution for existing Shareholders and to allow existing Shareholders, and potentially new investors, to participate in the equity of the Company. However, if the Financing Proposals are approved by Shareholders and there is no take up from existing or new investors, Greenstone will be, in effect, the sole source of funding of the $2.5 million of new working capital. While the Company continues in its efforts to identify new investors in the Company, Greenstone remains a supportive cornerstone strategic investor for the Company and is willing to provide this level of additional financial support in return for certain undertakings, including the granting of security over the Group's principal assets and, subject to Shareholder approval, the right to convert the Loan Notes into equity. On completion of the Financing Proposals, Greenstone's interest in the Enlarged Share Capital could be as a high as 76.67 per cent., but, in that scenario, the Company would be substantially debt free and fully funded to meet its Phase One Funding Requirement.

Accordingly, the Company and Greenstone have concluded the Subscription Agreement, the Loan Note Instrument and the Relationship Agreement, setting out, inter alia, an agreed Work Programme and use of proceeds and certain measures to protect the interests of minority shareholders, details of which are set out throughout this letter and specifically in sections Part III and paragraph 12 of this Part I (respectively) and in the Circular.

The Financing Proposals will also provide a degree of flexibility to re-commence planning and implementation of Project work streams for the Namib Project currently on hold pending further clarification on the timing and final conditions of the Mining Licence and the proposed introduction of empowerment legislation in Namibia. Further working capital funding will be required at a future date, following issue of the Mining Licence, to fully fund the various work streams required to take the Namib Project through to an investment decision.

The Directors believe that the Financing Proposals will allow the Company both to continue advancement of the Namib Project towards a construction decision and to meet immediate working capital requirements. The Board believes that the development of the Namib Project is the best strategy to unlock value for all Shareholders.

Greenstone currently holds 29.99 per cent. of the Issued Share Capital of the Company. Greenstone has committed to providing the required short-term funding in order to keep the Company as a going concern, by subscribing for the Loan Notes. However, without the Whitewash Resolution being approved, Greenstone would not be able to convert those Loan Notes (assuming conversion of the same is approved at the General Meeting) without triggering the requirement to make a Mandatory Offer. Greenstone does not wish to make a Mandatory Offer.

Assuming no Event of Default (as defined) has occurred, the Loan Notes bear interest at a rate of 10 per cent. per annum. Conversion of such Loan Notes into New Greenstone Shares would remove the interest charges and leave the Company substantially debt free. If the Resolutions are not approved, the interest rate attaching to the Loan Notes will increase from 10 per cent. per annum to 20 per cent. per annum and an Event of Default will be triggered if the Loan Notes are not repaid when due for repayment on or before 1 September 2016. Any failure to repay the Loan Notes on the relevant Maturity Date, unless extended pursuant to the Loan Note Instrument, will give rise to a right for Greenstone to enforce the Security and take ownership of the Namib Project through the Company's 100 per cent. Namibian subsidiary, NLZM.

Shareholders should note that, if any of the Resolutions set out in the notice of General Meeting of the Company dated 28 June 2016 are not passed, none of the Financing Proposals will proceed. In that event, absent any other fundraising by the Company, it is highly likely that the Company would be unable to repay the Loan Notes before the final Maturity Date and would therefore be in default of the terms of the Loan Notes.

In such circumstances, Greenstone would not be able to convert the Loan Notes into New Greenstone Shares but would have the right to enforce the Security over the Group's principal asset, NLZM, the operating subsidiary which owns and operates the Namib Project. Greenstone has indicated that, in the event of such a default, it would be its intention to exercise its rights in relation to the Security. This would leave the Group in a highly uncertain financial position and in all likelihood it would result in the Group companies ceasing to trade, insolvency and, ultimately, the liquidation of the Group resulting in Shareholders losing their investment in the Company.

The Independent Directors, having considered the likely alternative sources of capital, believe that it is highly unlikely that alternative funding could be secured either now or, in the event that Shareholders do not approve the Resolutions, before the final Maturity Date. The Company, having exhausted all other potential avenues for new financing, has, to date, not identified new sources of financing, in what continues to be a challenging market environment for pre-construction mining projects such as the Namib Project. As such, it is critical that Shareholders vote in favour of the Resolutions at the General Meeting so that the Financing Proposals can proceed and the Group can continue trading.

[yellowthroat] 28/6/2016 16:26

2. Current trading and prospects
The Company submitted an application for a Mining Licence for the Namib Project in April 2014 while working through the final phase of the DFS, which was announced in November 2014. The results of the DFS, in combination with a detailed Board-level review, identified key additional studies on the mine development plan and mining process flow sheet that would be required ahead of the Company being in a position to take an investment decision on the Namib Project. The Company advanced these studies during the first half of 2015, announcing the results of the metallurgical test work programme on 22 July 2015.

Over the same period, the Company has also continued to focus on exploration drilling at the Namib Project following the last Mineral Resource Estimate of August 2014. A drilling programme totalling 4,828 metres and 66 holes was completed in the period to November 2015. Of these, 52 per cent. (34 holes) had significant intercepts. The programme focussed primarily on targeting both new extensions of known mineralised shoots, as well as infill drilling to potentially convert Inferred Mineral Resources into the Indicated Mineral Resource category, mainly in the top half of the North orebody, and also below the historic South mine where the majority of the current Inferred Mineral Resources lie.

Building on this, a follow-on 3,800 metre drill programme is currently underway to test extensions at depth below the current North orebody resource, together with further infill and extension drilling in the Southern resource. Early assay results, as announced on 12 February, 21 March and 26 April 2016, indicate the continuation of mineralisation 80 metres below the existing Northern part of the orebody, providing greater confidence that this drilling campaign could, in due course, result in an increased resource estimate supporting a longer mine life.

To access sufficient underground drilling locations, a 300 metre drive underneath the existing North resource has been developed (the "5 Level Drive"). The 5 Level Drive was successfully completed in March 2016. As the mine moves into an operational phase, the development drive will be incorporated into the mine plan as an access road.

Following receipt of funds from the issue of the Loan Notes (the "Greenstone Placing"), the Company expects to be in a position to continue in the first instance with the on-going drilling programme and conclude discussions with the Ministry of Mines and Energy in Namibia (the "Ministry") on the terms and conditions for the final grant of the Mining Licence.

The Company is cognisant that the above constitutes a further revised timeline to project development of the Namib Project. The discussions with the Ministry on the award of the Mining Licence have further delayed the originally scheduled commencement of construction of the Namib Project.

As regards the Mining Licence, the Company received a Notice of Preparedness to Grant the Mining Licence from the Ministry on 29 January 2016, which the Company formally accepted on 26 February 2016.

The Notice of Preparedness to Grant the Mining Licence contained a number of supplementary terms and conditions (the "Supplementary Terms & Conditions") relating to matters including, inter alia, the work programme, production, environment and Namibian participation in the Namib Project that will apply to the Mining Licence. In conjunction with assessing the Supplementary Terms & Conditions attaching to the Mining Licence, the Company also continues to examine the implications of the Government of Namibia's proposed introduction of broad based empowerment legislation. A draft NEEEF Bill has been published for a period of public consultation and can be found on the website of the Office of the Prime Minister of Namibia (www.opm.gov.na/web/opm/neeef-bill). If enacted, the NEEEF Bill will set out obligations for companies, irrespective of sector, in respect of, inter alia, ownership and management participation by previously disadvantaged Namibians. Certain obligations under the draft NEEEF Bill are inconsistent with those laid down under the Supplementary Terms & Conditions to the Notice of Preparedness to Grant the Mining Licence. The extent to which the NEEEF Bill would place additional obligations on the Namib Project and the timeframe for finalising and enacting the NEEEF Bill is not clear at this stage. It is an area on which the Company and Namibian mining industry as a whole will need further clarity in due course. Simultaneously with acceptance of the Supplementary Terms & Conditions, NLZM requested the Ministry to clarify a number of these matters. To date, no response has been received from the Ministry.

On 25 April 2016, the Company submitted a formal proposal to the Ministry on the Company's structure and composition to address the Government of Namibia's objectives of poverty eradication by: (i) providing an opportunity for local ownership of the Namib Project; (ii) participation by historically disadvantaged Namibians in the management of the Namib Project; and (iii) implementing a corporate social responsibility strategy ("ML Proposal"). The pending ML Proposal sets out a broad based local ownership structure that NLZM believes fully addresses the objectives sought under NEEEF and the Ministry's Supplementary Terms and Conditions. The Notice of Preparedness to Grant the Mining Licence makes provision for further engagement between the Ministry and the Company to seek agreement on the final Supplementary Term & Conditions to be attached to the issue of the Mining Licence.

On 2 June 2016, the Ministry informed NLZM that it is still reviewing the ML Proposal and that it shall respond to NLZM within 30 days, being on or before 2 July 2016.The Company looks forward to continuing to work with the Ministry on the Mining Licence application and remains confident that the application process will be concluded and the Mining Licence granted. The duration and outcome of these discussions, on the ML Proposal to be agreed under the Supplementary Terms & Conditions, however, remain uncertain and the final issue of the Mining Licence on commercially acceptable terms cannot be guaranteed.

In light of the above, the Company has devised a revised funding strategy for the Namib Project. Subject to timing of a project construction decision and completion of an updated definitive capital requirement estimate, the Company estimates a total funding requirement of approximately US$30 million through to expected project commissioning of the Namib Project. It is the Company's intention that this financing will be structured in three phases:

(a) a phase one funding requirement of US$2.5 million of net new working capital (after repayment of the 2015 Convertible Loan Notes) to cover the short term Work Programme, including securing the Mining Licence and continuing with the resource expansion drilling programme (the "Phase One Funding Requirement");

(b) a phase two funding requirement of an estimated US$2.5 million, subject to formal grant and issue of the Mining Licence by the Namibian authorities, to complete the remaining pre-construction work streams, including front end engineering and design, final mine planning and early development, operational readiness, defining an updated capital requirement for the construction of the Namib Project and project financing, (the "Phase Two Funding Requirement"); and

(c) a phase three funding requirement, being the capital requirement required for construction of the Namib Project, which will flow from, and be defined on completion of, the pre-construction work streams covered by the Phase Two Funding Requirement and which is indicatively estimated as being an amount of US$25 million (which remains broadly in line with the DFS) (the "Phase Three Funding Requirement").

Prior to the issue of the Loan Notes, the Company's had cash resources of approximately US$0.3 million (GBP0.21 million), and would have needed to consider reducing operational expenditure drastically in the short term had further funding not been secured. The Financing Proposals set out in the Circular enable the Company to continue to develop the Namib Project whilst the Mining Licence application process continues. Without further funding, the Company would have had to cease drilling and reduce operational costs to the barest minimum, and would have faced significant difficulties and/or delays therefore in completing the Mining Licence process and progressing towards production.

[yellowthroat] 28/6/2016 16:26

28 June 2016

North River Resources plc

("North River" or the "Company")

US$5.6 million Fundraising, Share Capital Reorganisation & Notice of General Meeting

North River Resources plc announces that a circular including a Notice of General Meeting has today been posted to Shareholders (the "Circular"). The General Meeting is to be held at the offices of Shakespeare Martineau LLP, 6th Floor, Allianz House, 60 Gracechurch Street, London, EC3V 0HR on 18 July 2016 at 2.00 p.m. (London time) . A copy of the circular and Notice of General Meeting will also be available to view on the Company's website www.northriverresources.com.

The definitions that apply throughout this announcement can be found at the end of this announcement.

PART 1: LETTER FROM THE INDEPENT NON-EXECUTIVE CHAIRMAN

Dear Shareholders

Share Capital Reorganisation

Financing Proposals for Open Offer and Placing of up to 12,317,359 Open Offer Shares and Placing Shares at 23.75 pence per share

Grant of conversion rights in respect of Loan Notes Waiver of Rule 9 of the Code

Authorisation to issue Equity Securities and

Notice of General Meeting

1. Introduction
The Company announces today that it has raised conditionally $5.6 million through the issue of new secured, conditionally convertible loan notes (the "Loan Notes") to Greenstone Resources LP, further details of which are set out in paragraph 5 of this Part I. The funds raised will be used, in conjunction with the Company's existing cash resources, to repay the 2015 Convertible Loan Notes issued to Greenstone in 2015 pursuant to the terms of the 2015 Convertible Loan Note Instrument and 2015 Investment Agreement and to provide working capital for, inter alia, the Company's short term Work Programme and ongoing planning for commencing outstanding pre-construction work streams.

The Company also announces today Financing Proposals to issue new shares in the Company to enable it to redeem the Loan Notes in full, subject to Shareholder approval. The Company proposes to redeem the Loan Notes as to 30 per cent. through conversion of such Loan Notes into New Greenstone Shares and as to 70 per cent. from the proceeds of an open offer to all Eligible Shareholders (other than Greenstone) (the "Open Offer") and a placing of Placing Shares with existing and new shareholders (the "Placing"). To the extent that the Open Offer and the Placing do not raise sufficient funds to repay 70 per cent. of the Loan Notes not already converted or repaid, it is proposed that the remaining Loan Notes will also be converted in to New Greenstone Shares at the Conversion Price.

On completion of these Financing Proposals, the Company will have net additional working capital of approximately US$2.5 million (before expenses). The Board believes the Namib Project continues to be the best option to create value for all Shareholders. Subject to approval of all Resolutions, the Company will be substantially debt free and fully funded to meet its Phase One Funding Requirement as set out below.

On completion of the Financing Proposals, if approved by Shareholders, Greenstone will be interested in a minimum of 29.997 per cent. of the Enlarged Share Capital and a maximum of 76.67 per cent. of the Enlarged Share Capital. Ordinarily, the acquisition of an interest in 30 per cent. or more of the voting rights in the Company's shares would require Greenstone to make a mandatory bid under Rule 9 of the Code. Accordingly, the Board is seeking, inter alia, the approval of the Shareholders other than Greenstone (the "Independent Shareholders") of a waiver by the Panel of Rule 9 of the Code (the "Waiver") which the Panel has agreed with the Company to grant, subject to the passing of the ordinary resolution proposed as Resolution 4 (as set out in the attached notice of general meeting) (the "Whitewash Resolution") by the Independent Shareholders at a general meeting of the Company, of any obligation on the part of Greenstone, to make a general offer to Shareholders under Rule 9 of the Code which otherwise might arise upon any conversion of the Loan Notes.

Greenstone's subscription for $5.6 million of Loan Notes provides the Company with certainty of funding from today, without which it would need to commence drastic measures to reduce spending and more than likely enter into an insolvency process, which would almost certainly lead to the loss of control over the Company's principal asset, being the Namib Project. The Loan Notes subscription and the Financing Proposals are the only terms on which Greenstone is willing to finance the Company at this stage and, whether or not the elements of the Financing Proposals which are subject to Shareholder approval (the subject of this document) are approved, the Loan Notes subscription and the Financing Proposals secure the Company's immediate financial position and provide a structure in which all Shareholders are able to participate and to retain an interest in the Company.

As the proposed Issue Price of the Open Offer and the Placing (being equivalent to 0.095 pence on a pre Share Capital Reorganisation basis) is below the nominal value of the Existing Ordinary Shares (being 0.2 pence per Existing Ordinary Share) which would not be permitted under the Companies Act, the Company intends, subject to Shareholder approval, to re-organise its share capital to enable the Financing Proposals to proceed. Shareholder approval is therefore also being sought for a sub-division, re-designation and consolidation of the Existing Ordinary Shares in order to permit the Company to raise capital through the issue of additional equity (the "Share Capital Reorganisation"). The Share Capital Reorganisation will also have the effect of reducing the number of ordinary shares in issue. The Directors believe that this will result in a market share price that will be at a more appropriate level for the Company as well as reducing the share price volatility.

The Company is therefore convening a general meeting, to be held at the offices of Shakespeare Martineau LLP, 6th Floor, Allianz House, 60 Gracechurch Street, London, EC3V 0HR at 2.00 p.m. on 18 July 2016, to approve the necessary resolutions to allow the Financing Proposals to proceed (the "General Meeting"). Further details of the General Meeting and Resolutions to be put forward thereat are set out in the Circular.

Shareholders should note that, if any of the Resolutions set out in the notice of General Meeting of the Company dated 28 June 2016 are not passed, none of the Financing Proposals will proceed. In that event, absent any other fundraising by the Company, it is highly likely that the Company would be unable to repay the Loan Notes before the final Maturity Date and would therefore be in default of the terms of the Loan Notes.

In such circumstances, Greenstone would not be able to convert the Loan Notes into New Greenstone Shares but would have the right to enforce the Security over the Group's principal asset, NLZM, the operating subsidiary which owns and operates the Namib Project. Greenstone has indicated that, in the event of such a default, it would be its intention to exercise its rights in relation to the Security. This would leave the Group in a highly uncertain financial position and in all likelihood it would result in the Group companies ceasing to trade, insolvency and, ultimately, the liquidation of the Group resulting in Shareholders losing their investment in the Company.

The Independent Directors, having considered the likely alternative sources of capital, believe that it is highly unlikely that alternative funding could be secured either now or, in the event that Shareholders do not approve the Resolutions, before the final Maturity Date. The Company, having exhausted all other potential avenues for new financing, has, to date, not identified new sources of financing, in what continues to be a challenging market environment for pre-construction mining projects such as the Namib Project. As such, it is critical that Shareholders vote in favour of the Resolutions at the General Meeting so that the Financing Proposals can proceed and the Group can continue trading.

[crunch123] 21/6/2016 16:29

From a Namibian website: insight.com.na
"North River Resources plc voiced caution on the outcome of its bid to mine for lead and zinc in Namibia but said it remained committed to the project. NRRP said the mining licence for its planned Namib project remained outstanding and the uncertainty around timing and potential conditions had been “a source of frustration”. The company said it was encouraged, however, by the receipt of a “notice of preparedness” to grant the licence, which confirmed there were no technical issues with the application. Chairman Rod Beddows said he remained cautious about the timeframe and extent to which agreement could be reached on the issue of the licence. He also said the company needed more clarity on proposed Namibian economic empowerment legislation containing some obligations which would, if enacted, be inconsistent with the licence. Beddows said the company would need to do a working capital fund-raising in the short term and it was reviewing funding options and the potential structure for the fund-raising. But initial results from a drilling campaign had been good and the price outlook for zinc and lead was improving. North River owns the Namib lead zinc project, located 25 km from Swakopmund and 55 km from Walvis Bay. The project is centred on an underground Namib lead mine that was operational from 1968-1991."

[moreminer] 20/6/2016 14:09

Yes Crunch,

Our valuable Board members have done about everything but not what they had promised to do.
No communication, no active shareholder communication, no transparency.
No presentations, no updating website, no no no.

It seems we are done. The Board has chosen to only communicate with one or two large holders and the rest can eat s%^t.

I am truly sorry our James has gone so low.

MM

[crunch123] 20/6/2016 11:22

RNS of 24 March 2015 stated "North River is committed to maintaining a regular and constructive dialogue with its shareholders and accordingly it will hold shareholder conference calls on a quarterly basis moving forward, in addition to supplementary communications as appropriate."

Last conference call was early November, over 7 month ago.

Realise all the ministry delays must be a real frustration . . . maybe there will be an RNS update just before next week's AGM?

[yellowthroat] 16/6/2016 17:48

Getting impatient for this come back from Namib Govt that was meant to b 30 days. Guess the company is pushing hard themselves to get news so they can take the vital next step !All these months of delay over f'ing bureaucracy. One thing after other.Still licence is all we need ...YT

[yellowthroat] 09/6/2016 19:38

Don't forget the millions of ounces of silver that count as credit towards the costs of funding the mine. Lets look at its activity recently !

----

Silver funds have taken in a wave of new cash this year and assets are approaching an all-time high. Prices are up 25 percent in 2016, tracking a similar rally in gold on speculation the Federal Reserve will hold off on raising interest rates.

“Silver has gone mental as it sometimes does,” he said. “It’s gold on steroids.”
Silver is often used as a more volatile play on gold’s inflation and risk-hedging properties. The performance this year has beaten other precious metals -- gold, platinum and palladium.

“We’ve seen a lot of interest in general coming back into the precious metals space,” said Andrew Chanin, the chief executive officer of PureFunds, which offers exchange-traded products. “A lot of people are looking at silver as something that could potentially benefit not only from increased interest in precious metals, but also because it has such a strong industrial demand.”

-------



----

NB : The link says Gold but it should refer to a Bloomberg on Silver, let me know if any probs in seeing the link I was viewing !

YT

[yellowthroat] 07/6/2016 17:56

Though it might appear paradoxical, the zinc market is driven more by supply factors than by considerations of demand. And this helps explain why the metal’s price did not fall as rapidly as the other base metals, as commodities traversed their latest cyclical downturn. Vedanta

hxxp://www.miningmx.com/top-story/27400-vedanta-bullish-zinc-supply-declines-support-price/

Irrespective of how quickly China’s zinc requirements increase – the estimate is annual growth of between 1.3% and 1.8% – demand for basic items such as galvanised steel can be expected to grow even more strongly as India, the world’s second most-populous country, accelerates its major infrastructural and housing developments.

At present, India uses between 1.5mt and two million tonnes of zinc each year, something like a third to a quarter of China’s consumption. The scope for Indian demand for zinc remains positive as the country’s economy expands. Vedanta ..

Around half of the world’s zinc production is destined for galvanising, and not just for such commonplace products as corrugated iron or vehicle chassis.

Demand for galvanised steel as a frame for solar panels, for example, is increasing by leaps and bounds. And new markets, such as those for agricultural fertilisers and pharmaceuticals, are developing in parallel.

The production losses due to the mine closures I mentioned earlier have not yet been fully replaced and the production-consumption deficit has contributed to the halving of stocks of zinc in concentrates warehoused in New Orleans over the past six months. They currently stand in the region of 380,000t or some 11 days of global needs. Vedanta

ATB

YT

[yellowthroat] 07/6/2016 13:19

Calm down with any selling folks, we just need the licence as we always have done for the last few months. It will come !

In the meantime please take note that many think the commodities Bull market is starting again and Bloomberg again mentions ZINC on supply concerns.

hxxp://www.bloomberg.com/news/articles/2016-06-06/commodities-enter-bull-market-ending-five-year-selloff-chart

Good job North River is beginning to start to think about offtakes and funding in latter 2016 as the price is on its way back up !

Good job we have got several years AND GROWING of ZINC to mine and sell !

ATB

YT

[yellowthroat] 04/6/2016 00:52

Zinc currently at $1983. Close to a psychological level... ?

Not too bad anyways !

YT

[yellowthroat] 02/6/2016 16:38

In case missed !

---------

Meantime : More on ZINC

hxxp://www.bloomberg.com/news/articles/2016-06-02/the-deepening-deficit-that-makes-zinc-this-year-s-top-metal-bet

----------

[yellowthroat] 02/6/2016 12:50

Quite a few posts, just use PREVIOUS TAB for those not familiar with confusing ADVFN negotiating your way around.

Summary is that they need the damn licence and that we are drilling in the meantime and pursuing this vigorously I guess !

Written off Copper EPLs on the NAV. Not cost effective in current climate, all focus on making ZINC at EPL 2092 a success !

Repeat where is that damn licence and what is the effect now if any of the Namibian locals acts ?

NR needs to come up with more on this as ministry should be coming back to us and this getting finalised.

I expect it will at some point but it costs money and is bloody frustrating and causing all sorts of interim issues around costs for the business.

Hurry up ministers FFS.

YT

[yellowthroat] 02/6/2016 12:39

Better Smash down the doors at the ministry then Chaps !

------

As set out in Note 24, the Group has estimated possible exploration expenditure of up to GBP0.6 million for its Namibian licences through 2016. Total capital cost, that is still under review, for the life of the mine, as announced on 26 November 2014 in the Definitive Feasibility Study on Namib, is estimated as $27.8 million (GBP17.9 million). The Group will therefore need to raise or obtain additional cash funding to support both working capital requirements and the next stage of its exploration and development programme.

As set out in Note 6, applications for the Namib Lead Zinc Mining Licence (submitted in April 2014) and the renewal of several EPLs in the Licence Areas have been made and are awaiting confirmation. If the Mining Licence is not received or the EPLs are not renewed, the Directors would have to reconsider the position of the Group and the resulting ability to continue operations as planned. The Directors believe that all outstanding licence confirmations will be received but the requirement to reach agreement on additional conditions to be attached to licences, means the timeframe is uncertain.

Subject to receiving the Namib Mining Licence, the Directors believe that the Group will be able to raise as required, sufficient cash to enable it to continue its operations, and continue to meet, as and when they fall due, its planned and committed exploration and development activities and liabilities for at least the next twelve months from the date of approval of these financial statements. The Company is currently evaluating funding options and the structure under which such funds may be raised. For this reason, the Directors continue to adopt the going concern basis in preparing the accounts.

However, there can be no guarantee that the required funds will be raised within the necessary timeframe or that the mining and EPL licences will be renewed. Consequently, a material uncertainty exists that may cast doubt on the Group's ability to continue to operate as planned and to be able to meet its commitments and discharge its liabilities in the normal course of business for a period not less than twelve months from the date of this report.

(Required under business law subnote to Going Concern, of course we need the licence and the funding for EPL 2092 - YT)

The financial statements do not include the adjustments that would result if the Group was unable to continue in operation.

(Usual AIM stuff about if we didnt get this and that and so on. Need damn licence ! - YT)

James Beams

Chief Executive Officer

31 May 2016

----------------

[yellowthroat] 02/6/2016 12:35

Chairman's Statement

North River continued during the year to focus on advancing its flagship Namib Lead Zinc Project ("Namib Project" or "Namib") in Namibia towards a construction decision. Project activities focused on additional technical evaluation work required to define a mine plan and processing plant design to a level of confidence to support the project investment decision. The Company also engaged regularly and proactively with Namibia's Ministry of Mines and Energy (the "Ministry") to progress the Mining Licence application, commenced a 3,800m resource expansion drilling campaign and completed a US$4.0 million fundraising supported by strategic shareholder, Greenstone Resources L.P.

I am very pleased that once again we recorded no lost time injuries during 2015. Whilst this demonstrates the commitment of our entire team to operate a zero harm working environment we must remain focused to ensure this unblemished track record continues.

While good progress was made on the project workstreams, the mining licence for the Namib Project remains outstanding. The uncertainty around timing and conditions to be attached to the issue of the licence has been a source of frustration for the Company and its shareholders and has led to repeated changes in the pre-construction work programme and has made longer term planning for taking the project forward to an investment decision very difficult. In early 2016, we were issued with a Notice of Preparedness to Grant the Mining Licence for the Namib Project (the "Notice") subject to reaching agreement on various additional conditions to the mining licence (the "Supplementary Conditions"). The Notice set out a process and timeline for discussions with the Ministry to reach agreement on the Supplementary Conditions and in accordance with this process, we submitted a formal proposal to the Ministry on the Supplementary Conditions in late April 2016.

I am very encouraged by the receipt of the Notice in that it confirms there are no technical issues with the application, but remain cautious on the timeframe and extent to which agreement can be reached on the issue of the licence. Separately, the Government of the Republic of Namibia recently published a draft bill on proposed broad based economic empowerment in the country (the National Equitable Economic Empowerment Bill, the "Draft Bill"). The Draft Bill covers a number of obligations which would, if enacted into law, be inconsistent with those laid down under the Supplementary Conditions for the mining licence. Achieving further clarity in this area will be critical to advancing the project to a construction decision.

Outlook

We remain committed to bringing the Namib Project into production. We believe it is an economically robust, technically straightforward project with real potential to deliver benefits to both its shareholders and wider stakeholders in Namibia. The targeted increase in mineral resource, and consequent potential for a longer life of the mine will further enhance the economics of Namib and its funding options.

Whilst the average prices for zinc and lead in 2015 were lower than for the prior period, recent market developments indicate that the supply and demand balance is tightening which augurs well for the price outlook.

In light of the uncertain timeframe for securing the mining licence and gaining clarity on the implications of the proposed broad based economic empowerment legislation, we are focusing our immediate efforts in two areas: completing the resource expansion drilling campaign and progressing the mining licence application. Initial results from the resource drilling campaign have been encouraging and have confirmed mineralization 80 metres below the existing northern resource. Certain holes have achieved outstanding intersections, such as NLDD067 (57.1m, true width of 8.5 metres, at 28.6% zinc) and NLDD069 (35.7 metres, true width of 9 metres, at 33.8% zinc), providing increasing confidence that an enlarged resource supporting a longer life of mine will be delineated in due course.

Pending clarity on the timing for receiving the mining licence and taking the project forward, we are redoubling our efforts to conserve cash and identify further cost savings. In light of this, the Project Director has left the Company, and a number of project work streams, including the Front End Engineering and Design work ("FEED") continue to be deferred. The Company will nonetheless need to undertake a working capital fundraising in the short term, in order to continue to fund the work programme over a longer period than envisaged at the time of the placing and open offer completed in October 2015, and we are in the process of evaluating funding options and the structure under which funds may be raised.

This is my first Chairman's statement. As we all know this is a very difficult period for commodity producers and project developers. I joined the board because I am convinced of the emerging physical deficit of zinc in world markets and was attracted by the quality of the North River team. I remain so convinced. We all expect to make substantial progress in 2016/2017.

Rod Beddows

Chairman

31 May 2016