Raisebook

RTO of ASX Shell: Acquisition of Atlas Iron Joint Founder Denis O’Meara’s Pilbara and Kalgoorlie Gold Projects
First Au
First Au
ASX:FAU (Proposed)

ASX shell company Public Holdings (Australia) Ltd, soon to be renamed First Au Limited, has entered into acquisition agreements for a highly prospective, advanced exploration portfolio of gold and base metals projects in the Kalgoorlie Goldfields and Pilbara regions of WA.

The Company is in the process of obtaining shareholder approval for a change of activities and will subsequently re-list on the ASX raising up to $7.5 million through the allotment of 187.5 million new shares with one-for-one free attaching quoted options at a subscription price of 4 cents per share.

The Company voluntarily suspended its shares from quotation on the ASX on 6 June 2016. Over this period the Board has sought to identify and secure a transaction that has the potential to generate substantial value and returns for existing shareholders and new investors.

Raise Amount
$5,500,000
Offer Price
$0.0400
Closes
May 11, 2018

After an exhaustive process the Company entered into acquisition agreements with entities controlled by well-known and highly respected mining prospector Denis O’Meara.

The projects are close to operating mines, historic mining towns and past gold, copper and base metals discoveries and have received in excess of $8 million in combined exploration expenditure to date by Denis O'Meara Prospecting and others.

The significant past exploration expenditure has generated encouraging drilling intersections and immediate targets for further exploration.

Denis O'Meara

Mr O’Meara has had a lifelong involvement in the mining industry and will remain an integral part of the Company’s proposed exploration efforts.

His prospecting activities have led to joint ventures with Cominco, International Nickel, Aztec, Metana, ACM, Carpentaria, Homestake, Gwalia Group, Placer Pacific, BHP Gold (Newcrest), Alkane, CRA and Hill 50 Gold.

Mr O’Meara was the joint founder of Atlas Iron (ASX: AGO), De Grey Mining (ASX: DEG) and Shaw River Resources with involvement in numerous other ASX listings. He is a joint recipient with Geoff Blackburn of the AMEC ''Prospector of the Year Award''.

Project Summary

The Company’s flagship projects will include:

  • The Gimlet Gold Project, near Kalgoorlie (100%) - located 500m along strike and to the north of Interim Resources (ASX: IRC)’s Teal Gold Mine;
  • The Emu Creek Gold, Copper and Base Metals Project (earning up to 70%) in the East Pilbara - located 25km north of Novo Resources (TSX: NVO) Beaton Creek conglomerate gold project (560,000 oz. Au NI 43-101 Resource), and;
  • The Talga Gold and Copper Project (100%) - located 30km north east of Marble Bar, within one of the most prospective and mineralised Archean terrains in the East Pilbara.

The Pilbara region of Western Australia has come into prominence predominantly triggered by the new discovery of a significant quantity of gold nuggets in the East Pilbara.

Large nuggets have been found shedding from, and contained within, Hardy Formation conglomerates.

The Company offers investors a highly prospective, advanced exploration portfolio combined with an outstanding, highly experienced geological exploration team.

The Public Offer

Public Holdings (Australia) Ltd (ACN 000 332 918), to be renamed First Au Limited, is offering up to 187.5 million Shares at an issue price of $0.04 each, together with one attaching Quoted Option for every Share subscribed, to raise $7.5M (before associated costs) - this is the Public Offer.

Raisebook has secured an allocation of this offer for Raisebook subscribers.

The maximum bid per entity is $5,000 (minimum bid is $2,000).

The Shares to be issued, and the Shares issued upon exercise of the Quoted Options pursuant to the Public Offer, are of the same class and will rank equally with the existing Shares on issue.

The offer of the securities are made in, or accompanied by, a copy of the Disclosure Document which can be obtained by clicking on the "ACCESS DISCLOSURE DOCUMENT" button on this page.

Before making an investment decision, potential investors should read the Disclosure Document entirely, and seek professional financial advice.

Anyone who wants to acquire the securities will need to complete an electronic application form which will be sent via email after downloading the Disclosure Document.

Potential investors should understand that mineral exploration and development are high-risk undertakings. There can be no assurance that exploration of the Tenements, or any other tenements that may be acquired in the future, will result in the discovery of an economic mineral deposit. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited.

Secondary Offers

The Company is also undertaking Secondary Offers in connection with the Acquisitions.

The Secondary Offers include the Bonus Issue, Consideration Offer, Conversion Offer, and Peregrine Offer.

The Secondary Offers are being made under this Prospectus to remove the need for an additional disclosure document to be issued upon the sale of any Securities (or any Shares issued on exercise of conversion of any convertible securities into Shares) that are issued under the Secondary Offers.

Key Terms of the Offers

Public Offer

Offer Price per Share under the Public Offer $0.04 per Share
Shares offered under the Public Offer
Maximum Subscription 187,500,000
Minimum Subscription 137,500,000
Cash raised under the Public Offer (1)
Maximum Subscription $7,500,000
Minimum Subscription $5,500,000

Secondary Offers

Shares Options
Bonus Issue (2) Nil 37,958,000
Consideration Offer (3) 32,500,000 3,500,000
Conversion Offer (4) 23,866,667 23,866,667
Peregrine Offer (5) 11,000,000 11,000,000

Notes:

1. Before costs of the Offers

2. These options are proposed to be issued by way of a bonus issue to Eligible Shareholders prior to or contemporaneously with, completion of the issue of the Securities under the Public Offer. This number may be less depending on the total holdings of Eligible Shareholders as at the Bonus Issue Record Date.

3. A further 13,000,000 Deferred Consideration Shares may be issued to the Vendors if the Milestone is met. See Section 9.2 of the Disclosure Document for details.

4. See Section 2.2(c) of the Disclosure Document for details of the Conversion Offer, and Section 9.4 for details of the Convertible Notes on issue.

5. Refer Section 2.2(d) of the Disclosure Document for details of the Peregrine Offer, and Section 9.5 for the Peregrine Mandate.

Capital Structure

Capital Structure on the assumption that the Maximum Subscription is raised and that no other Shares are issued (refer Section 2.5 of the Disclosure Document for further details):

Shares Options
On issue as at date of Prospectus 37,958,000 Nil
On issue as at reinstatement to Official Quotation 292,824,667 263,824,667

More on the Projects

Gimlet Gold Project

  • Located 500m along strike and to the north or Intermin Resources (ASX: IRC) Teal Gold Mine.
  • On 16 January 2018 IRC announced significant additional new high-grade intersections and a current strategy to grow the resource base above the 1 million ounces mark during 2018.
  • An Independent Geologist’s Report by Ravensgate International identified geological similarities between the Gimlet Gold Project and Intermin’s adjoining projects, which is available in the Disclosure Document.
  • Planned exploration programs include aircore and RC drill programs targeting steeply dipping high grade gold lodes beneath the extensive Eastern Shear Zone and aircore and RC drill programs targeting the interpreted Peyes Farm Shear which runs into the Gimlet tenement 500m north of the operating Teal mine.

Emu Creek

  • Located near Nullagine in the East Pilbara, 25 kilometres north of Novo Resources’ (TSX: NVO) Beaton’s Creek conglomerate gold project (560,000 oz Au NI 43-101 Resource).
  • Emu Creek is prospective for gold and base metal VMS and porphyry related mineralisation as well as conglomerate hosted gold.
  • Exploration has discovered large, previously unknown, hydrothermal cells (volcanic vents) located from hyperspectral imagery within the mafic and felsic rocks in the project area and contains extensive altered and mineralised volcanic breccias and mapped agglomerates.
  • The project also contains extensive areas of Fortescue conglomerates and clastic sediments of the Hardy Formation with similar geology to Beaton’s Creek.
  • The Company will acquire the rights from Denis O’Meara to a farm-in agreement with Atlas Iron Ltd to earn a 51% interest by spending $190,000 within 2 years, and a further 19% on completion of a bankable feasibility study within 5 years (70% interest in total).

Talga Gold and Copper Project

  • Located 30 kilometres north east of Marble Bar in the Pilbara within one of the most prospective and mineralised Archean terrains in the East Pilbara.
  • The project is prospective for hosted epigenetic gold associated with the major Bamboo Creek Shear Zone (Bamboo Creek Gold Mine totalled 779,350 tonnes at 8.15 g/t gold from 1887 to 1995) and volcanogenic copper/gold sulphide deposits and VMS style mineralisation.
  • Planned exploration programs include RC drilling of priority targets defined by previous shallow drilling and surface geochemical sampling.

Use of Funds

Proposed Use of Funds Min. Subscription ($) Min. Subscription (%) Max Subscription ($) Max Subscription (%)
Exploration Expenditure
Gimlet 1,2500,000 21.5 1,981,000 25.3
Emu Creek 988,000 17.0 1,508,000 19.3
Talga 636,000 11.0 1,012,000 13.0
Administration Costs 1,113,000 19.2 1,113,000 14.3
Estimated expenses of the Offer 763,000 13.1 896,000 11.5
Working Capital 1,054,000 18.2 1,294,000 16.6
TOTAL FUNDS ALLOCATED 5,804,000* 100 7,804,000* 100

Note: * includes Cash as at Dec 31 2017 of $304,000, as well as proceeds from the Public Offer

Indicative Timetable

Event Date
General Meeting 8 May
Closing Date for the Offers 11 May
Bonus Issue Record Date 14 May
Completion of the Acquisitions 18 May
Issue of the Securities under the Offers 25 May
Dispatch of holding statements 28 May
Expected date for Shares to be reinstated to trading on the ASX 31 May

Note:

The dates shown in the table above are indicative only and may vary subject to the Corporations Act, the Listing Rules and other applicable laws. In particular, the Company reserves the right to vary the Opening Date and the Closing Date without prior notice, which may have a consequential effect on the other dates. Applicants are therefore encouraged to lodge their relevant Application Form and deposit the Application Monies as soon as possible if they wish to invest in the Company. The Company also reserves the right not to proceed with any of the Offers at any time before the issue of Securities to Applicants. If the Offers are cancelled or withdrawn, all Application Monies will be refunded in full (without interest) as soon as possible in accordance with the requirements of the Corporations Act.

The Exploration Team

The Company’s exploration team is being led by Brian Richardson as Exploration Manager and Chief Consulting Geologist.

Brian is a Pilbara veteran with 35 years Australian and international experience. He was a founding director of Thundelarra Resources Ltd and Royal Resources Ltd.

Additionally, Brett Keillor has joined the Company as Consulting Geologist. Brett is a geologist with 30 years’ experience in the mining industry working across a diverse range of commodities and was recently Chief Consulting Geologist for Independence Group Ltd and remains as a consultant.

Mr Keillor was involved in the discovery of the Marymia Gold deposit and the Plutonic Gold discovery as well as the initial targeting that led to the discovery of the Tropicana Gold deposit. Mr Keillor is a two-time recipient of the AMEC “Prospector of the Year Award”.

The Company also has the benefit of ongoing access and commitment from Denis O’Meara and the team at Denis O’Meara Prospecting with an established base in the Pilbara and Denis’ experience and assembled knowledge base in respect to the projects and the region.

This deal closed on May 11, 2018