Company Update (8394Q)

TIDMNGL

RNS Number : 8394Q

Norseman Gold PLC

26 October 2011

Norseman Gold plc. / Epic: NGL / Index: AIM / Sector: Mining & Exploration

NORSEMAN GOLD PLC

('Norseman Gold' or 'the Company')

Company Update

Norseman Gold, the AIM-listed and ASX-listed Australian gold production and exploration company is pleased to announce:

-- The appointment of Northland Capital Partners Limited as its Nominated Adviser and joint Broker with immediate effect;

   --     A placing of convertible loan notes to raise approximately GBP5.1 million 
   --     A proposed placing of new ordinary shares to raise approximately GBP6.9 million; and 
   --     The appointment of Mr. David Steinepreis to the Board of Directors 

In addition, the Company is pleased to provide an update on production from and developments in respect of the Norseman Gold Project.

Appointment of Nominated Adviser

The Company is pleased to announce the appointment of Northland Capital Partners Limited ("Northland") as its Nominated Adviser and joint Broker with immediate effect. As a result of this appointment, trading in the Company's share capital on AIM is expected to resume at 7.30 am on 26 October 2011.

Fund Raising

The Company has raised GBP5,087,000 through a placing ("Convertible Loan Note Placing") of secured Convertible Loan Notes (the "Convertible Loan Notes") and a conditional placing of up to 138,260,000 new ordinary shares of GBP0.0125 each in the capital of the Company (the "Placing Shares") at a price of 5p per share to raise an additional GBP6,913,000 ("the Equity Placing").

The Convertible Loan Notes will bear interest at a rate of 10% payable quarterly in arrears (with the first payment due on 31 December 2011), have a duration of 24 months from the date of issue, be convertible by the holder into up to 84,783,333 ordinary shares of GBP0.0125 each in the capital of the Company ("Ordinary Shares") ("Conversion Shares") at a price of 6 pence per Ordinary Share, and carry a share purchase warrant ("Warrant") entitling the holder (initially being the original holders of Convertible Loan Notes in proportion to their original holdings thereof) to acquire a further Ordinary Share at a price of 12 pence per Ordinary Share for every Conversion Share (calculated by reference to the nominal amount of the Convertible Loan Notes) at any time within 24 months from the date of issue of the Convertible Loan Notes (giving an aggregate of up to 84,783,333 Ordinary Shares arising on exercise of the Warrants). It is anticipated that the Convertible Loan Notes will be issued on or about 26 October 2011 and will not be admitted to trading on AIM.

The conversion rights applicable to the Convertible Loan Notes and the grant of warrants are conditional on receipt of shareholder approval at the Company's Annual General Meeting which is expected to take place on or about 9 December 2011. If such approvals and any necessary waivers from ASX (or failing such waivers, further shareholder approvals) are not obtained, the interest rate on the Convertible Loan Notes will increase to 20% per annum and each Convertible Loan Note holder will be entitled to require redemption of his Convertible Loan Notes at any time after 31 January 2012.

The Convertible Loan Notes will be secured by a second ranking fixed and floating charge and a second ranking mining mortgage over certain mining leases and other assets relating to the Norseman Gold Project, each granted by the Company's subsidiary Central Norseman Gold Corporation Limited and ranking behind the security granted to (and subject to a priority deed with) EXP T1 Ltd, a subsidiary of RK Mine Finance Trust 1, a member of the Red Kite group of funds, as announced on 4 July 2011. Mr David Steinepreis will act as security trustee on behalf of the Convertible Loan Note holders.

The Equity Placing is conditional upon, inter alia: the approval of the Company's shareholders at the Annual General Meeting; the placing agreement made between the Company and Ocean Equities becoming unconditional and not being terminated in accordance with its terms; and Admission (as defined below) becoming effective on or before 30 December 2011.

The Company will apply for admission of the Placing Shares, which represent approximately 62.9 per cent of the Company's existing issued ordinary share capital, to trading on the AIM market of the London Stock Exchange ("Admission"). It is expected that Admission will take place and that trading will commence on or around 12 December 2011.

The combined proceeds of the Equity Placing and the Convertible Loan Note Placing will amount to up to GBP12 million and will provide additional working capital required to see the Company through to the point where production from the North Royal Open Pit is anticipated to turn the operation into a cash flow positive position.

Production Update

Gold production from the Norseman Gold Project for the 3 month period ended 30 September 2011 totalled approximately 11,631 ounces at cash costs in the region of A$1,600 per ounce.

While the North Royal Open Pit has continued to ramp up and produce ore broadly in line with schedule, the underground mines, Bullen, Harlequin and OK have underperformed during the quarter and failed to achieve forecast tonnage and grade levels as a result of production falling behind schedule. One of the key issues affecting production has been a general lack of experienced underground operators, support staff (such as engineers and geologists with underground experience), and mechanical fitters.

The underperformance of the underground mines has resulted in reduced volumes of hard-rock ore with which softer oxide ore from North Royal can be blended. As a result, at the end of September 2011, the stockpile of lower grade ore awaiting treatment through the plant had increased to approximately 66,000 tonnes at 1.7 g/t.

Management are currently seeking to increase production levels from the underground mines to more normalised levels by changing remuneration packages and introducing personal incentive bonus schemes, and having a more mobile workforce where development crews move between mines to where the priority headings and budgeted areas are scheduled. Talks are also taking place with underground development contracting companies to assist in increasing overall development rates.

The Company is continuing to focus on training new entrants to the mining industry, and training its current employees to improve their skills and capabilities to further relieve the operator shortage and to assist with retention.

The North Royal Open Pit continues to progress. Mining at the northern end of the pit has reached the 235m RL, and is expected to reach the 225m RL within the current quarter, where models show the first 4,500 tonnes of hard rock will be mined at a grade of 3.0 g/t and then in the next flitch a further 5,500 tonnes of hard rock ore at a grade 7.6 g/t. Once development has reached this level, it is anticipated that production from the North Royal Open Pit will start to provide a steady supply of hard rock ore to the treatment plant. As a result, gold production for the quarter to 31 December 2011 is expected to increase significantly, and annual production is still expected to be within guidance of approximately 100,000 ounces for the year ending 30 June 2012.

Further details on the Company's current production and operating results will be provided in the Company's Quarterly Report for the period which will be released by the end of October 2011.

Appointment of Director

The Company is pleased to announce the appointment of Mr David Steinepreis to the Board of Directors with immediate effect.

David Christian Steinepreis (aged 54) is a Chartered Accountant and a former partner of International accounting firm, KPMG, where he specialised in strategic corporate advice and taxation for listed companies. In 1987, Mr Steinepreis entered commerce as a director, adviser and shareholder of a number of ASX listed companies in the gold, diamonds, oil and new mining technology sectors and since that time he has gained a reputation in the junior mining sector for building a series of successful enterprises in Australia and the UK.

Mr Steinepreis, a UK resident since 2006, is Managing Director of AIM listed North River Resources Plc and was formerly a director of Norseman Gold Plc, having resigned on 30 July 2010 to pursue other interests.

In addition to his directorship with the Company, Mr Steinepreis holds or has held the following directorships/partnerships within the five years immediately prior to the date of this announcement:

 
 Current Directorships/Partnerships   Past Directorships/Partnerships 
-----------------------------------  -------------------------------- 
 
 North River Resources plc            Davos Resources Pty Ltd * 
-----------------------------------  -------------------------------- 
 NRR Mozambique Limited               Monto Minerals Ltd * 
-----------------------------------  -------------------------------- 
 Pelamis Investments Limited          Agri Energy Ltd * 
-----------------------------------  -------------------------------- 
 N&J Mitchell Holdings Pty Ltd*       Norseman Gold plc 
-----------------------------------  -------------------------------- 
 NRR Energy Minerals Limited          Norseman Gold Pty Ltd * 
-----------------------------------  -------------------------------- 
 West Africa Gold Exploration         Imperial Petroleum Limited 
  (Namibia) (Proprietary) Limited^ 
-----------------------------------  -------------------------------- 
 Namib Lead and Zinc Mining           Central Norseman Gold Ltd* 
  (Proprietary) Limited^ 
-----------------------------------  -------------------------------- 
 North River Resources (Namibia)      Leopard Minerals Limited 
  (Proprietary) Limited^ 
-----------------------------------  -------------------------------- 
                                      Ascent Capital Pty Ltd * 
-----------------------------------  -------------------------------- 
                                      Avalon Minerals Ltd * 
-----------------------------------  -------------------------------- 
                                      Black Fire Minerals Ltd * 
-----------------------------------  -------------------------------- 
                                      Cetacean Petroleum Pty Ltd 
                                       * 
-----------------------------------  -------------------------------- 
                                      Croesus Mining Pty Ltd * 
-----------------------------------  -------------------------------- 
                                      Elixir Petroleum (Australia) 
                                       Pty Ltd * 
-----------------------------------  -------------------------------- 
                                      Excelsior Gold Limited * 
-----------------------------------  -------------------------------- 
                                      Lachlan Star Limited * 
-----------------------------------  -------------------------------- 
                                      Laguna Resources NL* 
-----------------------------------  -------------------------------- 
                                      Mansmar Investments Pty Ltd 
                                       * 
-----------------------------------  -------------------------------- 
                                      Monitor Energy Limited * 
-----------------------------------  -------------------------------- 
                                      North River Resources Pty Ltd 
                                       * 
-----------------------------------  -------------------------------- 
                                      RMG Limited * 
-----------------------------------  -------------------------------- 
                                      Signature Metals Limited * 
-----------------------------------  -------------------------------- 
                                      Sirius Resources NL * 
-----------------------------------  -------------------------------- 
                                      Sundance Gold Ltd * 
-----------------------------------  -------------------------------- 
                                      Toodyay Uranium Pty Ltd * 
-----------------------------------  -------------------------------- 
                                      WAG Limited * 
-----------------------------------  -------------------------------- 
                                      Ascent Capital Holdings Pty 
                                       Ltd* 
-----------------------------------  -------------------------------- 
 
 

All companies listed above are registered in the UK save for those marked with an asterix which are registered in Australia and those marked with a ^ are registered in Namibia.

The following additional information on Mr Steinepreis is disclosed pursuant to Schedule Two paragraph (g) of the AIM Rules:

David Steinepreis was a director of Ascent Capital Holdings Pty Ltd ("Ascent"), a company formed to pursue, amongst other things, the reconstruction and recapitalisation of existing stock exchange quoted companies. From its formation, Ascent successfully recapitalised and relisted 23 Australian companies on the ASX. Each of the 23 companies recapitalised by Ascent was placed under external administration either prior to Ascent recapitalising the company or as part of Ascent's recapitalisation of the company. As a consequence, Mr Steinepreis was appointed a director of companies in administration or placed companies into administration. Mr Steinepreis was a director of the following Australian and UK registered companies in administration, all of which have been successfully released from administration.

Company

Copperco Limited

Imugene Limited

Synergy Metals Ltd

View Resources Ltd

Resonance Health Ltd

Extract Resources Ltd

Salus Technologies Ltd

Medivac Limited

Service Stream Ltd

IM Medical Limited

Mobi Limited

OBJ Limited

Monitor Holdings Limited

Black Range Minerals Limited

Deep Yellow Limited Western Metals Ltd

Toodyay Resources Limited

RMG Limited

Signature Brands Limited

WAG Limited

Southern Pacific Petroleum NL

Croesus Mining Ltd

Monto Minerals Ltd

Agri Energy Ltd

Save for the above, there is no further information to be disclosed in relation to Mr Steinepreis in accordance with the requirements of Schedule Two (g) of the AIM Rules.

Management participation

There is no Board participation in the Equity Placing.

Board participation in the Convertible Loan Note Placing is as follows:

 
 Party                              Amount of Convertible Loan 
                                     Notes 
 
  Pelamis Investments Limited        GBP250,000 
  David Steinepreis is a director 
  and shareholder 
 
  Ascent Capital Holdings Pty        GBP250,000 
  Ltd, 
  Gary Steinepreis is the sole 
  director of the Company and 
  the family interests of Gary 
  and David Steinepreis each 
  own 50% of the issued ordinary 
  share capital 
 

Participation by the directors of the Company ("Directors") in the Convertible Loan Note Placing is classified as a related party transaction under the AIM Rules for Companies. The Directors, with the exception of those involved in the transaction as noted above, having consulted with Northland, consider that the terms of the Convertible Loan Note Placing are fair and reasonable insofar as the Company's shareholders are concerned. The participation by the Directors requires shareholder approval in accordance with the ASX Listing Rules.

Mr Steinepreis will receive a fee of GBP20,000 from Ocean Equities Limited for his services in connection with the Convertible Loan Note Placing and the Equity Placing.

Competent Persons - Consent for Release

The information in this report that relates to Exploration Results, Mineral Resources and Ore Reserves is based on data generated by employees of Central Norseman Gold Corporation Limited who have the relevant experience and qualifications to qualify as competent persons.

The parts of this report that relate to Exploration Results, Mineral Resources and Ore Reserves were compiled by Barry Cahill using that data. He is a Member of the Australasian Institute of Mining and Metallurgy and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which they are undertaking to qualify as a Competent Person as defined in the 2004 Edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves". He has consented to the inclusion in the report of the matters based on this information in the form and context in which it appears.

Significant results for drill-hole intercepts contained in this report are considered significant because the grade by width total is equal to or greater than 5.0 gram metres per tonne. That is if the intercept is 1.0 g/t gold over 5.0 m, 5.0 g/t gold over 1.0 m, 50 g/t gold over 0.1 m etc. it is considered significant.

Quoted resources and reserves are as per the Company's market release of 28 July 2011 and as tabulated below.

TABLE 1: March 2011 Open Pit & Underground Resource and Reserve Summary

 
 Summary for            Open Pit - 31 Mar                Underground - 31                      Total 
  Norseman                     2011                          Mar 2011 
----------------  -----------------------------  -------------------------------  ------------------------------- 
                     Tonnes     Grade   Ounces      Tonnes     Grade    Ounces       Tonnes     Grade    Ounces 
                                 g/t      gold                  g/t       gold                   g/t       gold 
                                 gold                           gold                             gold 
----------------  -----------  ------  --------  -----------  ------  ----------  -----------  ------  ---------- 
 Reserve - 
  Proved               13,000    1.8        760      320,000    8.3       85,000      330,000    8.5       90,000 
----------------  -----------  ------  --------  -----------  ------  ----------  -----------  ------  ---------- 
 Reserve - 
  Probable          1,000,000    3.1     99,000      990,000    7.2      230,000    2,000,000    5.1      330,000 
----------------  -----------  ------  --------  -----------  ------  ----------  -----------  ------  ---------- 
 Total Reserve      1,000,000    3.1    100,000    1,300,000    7.7      320,000    2,300,000    5.7      420,000 
----------------  -----------  ------  --------  -----------  ------  ----------  -----------  ------  ---------- 
 Resource 
  - Measured        5,000,000    0.7    110,000      580,000   12.3      230,000    5,600,000    1.9      340,000 
----------------  -----------  ------  --------  -----------  ------  ----------  -----------  ------  ---------- 
 Resource 
  - Indicated       4,100,000    2.7    360,000    2,600,000    9.0      750,000    6,700,000    5.1    1,100,000 
----------------  -----------  ------  --------  -----------  ------  ----------  -----------  ------  ---------- 
 Resource 
  - Inferred        3,200,000    2.8    290,000    6,900,000    7.7    1,700,000   10,000,000    6.2    2,000,000 
----------------  -----------  ------  --------  -----------  ------  ----------  -----------  ------  ---------- 
 Total Resource    12,000,000    1.9    760,000   10,000,000    8.3    2,700,000   22,000,000    4.7    3,400,000 
----------------  -----------  ------  --------  -----------  ------  ----------  -----------  ------  ---------- 
 

Notes:

1. As is required the Resources and Reserves are calculated and reported in accordance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves, The JORC Code, 2004 Edition.

   2.     Resources are inclusive of reserves. 

3. Resources and reserves are quoted to two significant figures so inconsistencies may exist within the table.

Forward-Looking Statements

This regulatory news release contains certain forward-looking statements, which include assumptions with respect to future plans, results and capital expenditures. The reader is cautioned that assumptions used in the preparation of such information may prove to be incorrect. All such forward-looking statements involve substantial known and unknown risks and uncertainties, certain of which are beyond the Company's control. Please refer to the Company's Admission Document available from the Company's web site for a list of risk factors. The Company's actual results could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits the Company will derive there from. All subsequent forward-looking statements, whether written or oral, attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. Furthermore, the forward-looking statements contained in this news release are made as at the date of this news release.

* * ENDS * *

For further information visit www.norsemangoldplc.com or contact:

Barry Cahill Norseman Gold Plc. Tel: [phone]

Guy Wilkes Ocean Equities Ltd Tel: [phone]

William Vandyk / Rod Venables Northland Capital Partners Ltd Tel: [phone]

Susie Geliher St Brides Media & Finance Ltd Tel: [phone]

   E-mail                                                 [e-mail] 

Note to editors:

Norseman Gold plc. is an AIM listed and ASX listed Australian gold production company, which acquired the Norseman Gold Project in May 2007, Australia's longest continually running gold operation. The Norseman Gold Project is located in the Eastern Goldfields of Western Australia in the highly prospective Norseman-Wiluna greenstone belt, 725km east of Perth and 186km from Kalgoorlie.

Gold was first found on the Norseman field in 1894 and over the last 65 years, it has produced over 5.5 million ounces of gold. The mine is currently producing from three high-grade narrow-vein underground mines - the Bullen, the Harlequin and the OK Declines and developing the North Royal Open Pit. Currently, it has a total resource inventory of 3.4 million ounces of gold at an average grade of 4.7 g/t.

The tenements cover a 2,360 sq km area centred on the Norseman Township. The landholding comprises 221 tenements consisting of 85 Exploration Licences, 108 Mining Licences, 3 Prospecting Licences, 15 Miscellaneous Licences, 5 Exploration Licence Applications, 4 Prospecting Licence Applications and 1 Mining Lease Application.

The Company's strategy is focused on extending the mine life through the conversion of resources into reserves and identifying additional resources and obtaining additional ore for the operating mill through the development of additional mines. The Company has fifteen advanced resource projects under review of which three have pre-development work being undertaken on them. It is anticipated that at least one, if not all the pre-development projects will develop into mining propositions.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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