Norton Gold Fields Limited

Published : August 28th, 2008

Majority of Bellamel shareholders accept Norton's merger offer

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Norton logo

ASX/MEDIA ANNOUNCEMENT

 

28 August 2008

 

Majority of Bellamel shareholders accept Norton?s merger offer

Key points

?       All Bellamel directors have accepted Norton?s merger offer

 

?       Bellamel shareholders acceptance at 59.48% and growing (28 August 2008)

 

?       To facilitate 90% acceptance, the offer now closes on 19 September

 

?       Planning is advanced to develop Bellamel?s Fort William and Navajo Chief Projects.

 

 

Norton Gold Fields Limited (ASX: NGF), Australia?s fourth largest ASX-listed Australian gold producer, has received acceptances for 53,534,039 shares in Bellamel Mining Limited, bringing acceptances under its bid for the explorer, which has neighbouring assets to Norton?s own Paddington mine in Kalgoorlie, to a clear majority of 59.48%.

 

?I?m pleased that the owners of a majority of Bellamel shares, including the directors, have registered their acceptance of Norton?s offer,? said Jon Parker, Norton?s Managing Director.

 

?The level of acceptances indicates that a majority of Bellamel shareholders believe, as we do, that the merger of our respective assets makes good business sense and is in their best interests.?

 

?Acceptances need to grow to 90% over the next three weeks; 90% is a condition of our offer. In order to allow those who haven?t had prompt access to relevant information, the offer closing date has been extended to 19 September 2008.

 

?The Bidder?s and Target?s Statements, previously sent to Bellamel shareholders, set out the reasons why a merger is in the best interests of both groups of shareholders. These are accessible on Norton?s website www.nortongoldfields.com.au.

 

?Norton looks forward to acceptances from the remaining Bellamel shareholders and welcoming them into the Company? Mr Parker concluded.

 

Norton has established an information line to assist Bellamel shareholders in considering its offer for Bellamel:  Tel: 1300 760 659 (local) or +61 2 8256 3392 (for callers outside Australia).

 

The offer closes at 7.00 pm Eastern Standard Time on 19 September 2008.

 

Norton is offering four of its shares for every five Bellamel shares and applied to the ASX to have the shares admitted to quotation on ASX by lodging an Appendix 3B which was processed by ASX on 4 August 2008. The timing of lodgement has given rise to a legal technicality.

 

We are moving to remedy the technicality by applying to the Supreme Court of Queensland under a mechanism prescribed by the Corporations Act.  The effect of obtaining the orders sought will be that Norton will be taken to have fulfilled the requirements of S625(3)(c)(i) of the Corporations Act in making its application for admission to quotation of the shares on 4 August 2008.

The Australian Securities and Investments Commission has indicated that it does not intend to oppose the application.  Bellamel has confirmed that it endorses the orders sought by Norton.

Norton has confirmation from the ASX that quotation of the shares will be granted subject to the performance of standard conditions and on a date to be decided by ASX.

Norton is of the opinion that the granting of the orders will not prejudice Bellamel shareholders. Consequently, Norton does not see any reason why the orders would be refused by the court.

The application will be heard on Tuesday, 3 September 2008 at 10am.

 

 

For further information

Jon Parker                                                               Warrick Hazeldine

Managing Director                                                  Purple Communications

Norton Gold Fields Limited

+61 (0)7 3846 9200                                                    +61 (0) 89485 1254

+61 (0)7 3846 9232                                                    +61 (0)417 944 616

E:jparker@nortongoldfields.com.au                        E: whazeldine@purplecom.com.au

 

Visit us at www.nortongoldfields.com.au

About Norton Gold Fields

Norton Gold Fields Limited is Australia?s fourth largest ASX-listed Australian gold producer. It also has active gold, copper, and coal exploration projects.

 

Norton?s all-share offer to acquire Bellamel Mining Limited will, if accepted, add 1.68 Moz of gold to the Paddington Resources, and further extend the life of the Paddington mine. Bellamel also has the potential to develop a 40-50,000 oz per year gold heap leach operation. Additionally, the Bellamel properties are highly prospective for underground development.

 

The Company operates the Paddington Gold Mine near Kalgoorlie in Western Australia and is planning to develop the Mount Morgan Mine Project in Queensland.  Paddington has a 5Moz resource and a 3 Mtpa CIP plant capable of producing more than 150,000 oz of gold per year. With the planned addition of underground operations in FY2010, production is expected to lift to 250,000 oz of gold per year.

 

Norton plans to augment this with up to 40-50,000 oz of gold annually from the Mount Morgan Mine Project.

Paddington Location Map

 

Competent Person?s Statement

The Mineral Resource statement, with the exception of the Mt Pleasant Mineral Resource estimate, has been compiled by Mr Ian Copeland who is a Member of the Australasian Institute of Mining and Metallurgy, and qualifies as a Competent Person as defined in the 2004 Edition of the ?Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves?. Mr Ian Copeland is a full time staff member of Norton Goldfields and consents to the inclusion in the release of the matters based on the information in the form and context in which it appears.

The Mt Pleasant Mineral Resource estimate, with the exception of the Homestead Mineral Resource estimate, has been compiled with the consent of Mr David Williams, who is a Member of the Australasian Institute of Mining and Metallurgy, and qualifies as a Competent Person as defined in the 2004 Edition of the ?Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves?. Mr David Williams is a full time staff member of CSA Australia Pty Ltd and consents to the inclusion in the release of the matters based on the information in the form and context in which it appears. The Homestead Mineral Resource estimate was compiled with the consent of Mr Ian Copeland.

 

The Mineral Resource estimate is tabulated inclusive of Ore Reserves. Cut-off grades used to estimate the Mineral Resource vary by deposit, ranging from 0.7g/t Au up to 1.0g/t Au. Note rounding errors may occur in the tabulation of the Mineral Resource estimate.

 

Measured Resources are 0.65Mt at 1.7 g/t for 35,000 oz, Indicated Resources are 41.82Mt at 2.0 g/t for 2,717,000 oz and Inferred Resources of 33.45Mt at 2.1 g/t for 2,271,000 oz. Proven Reserves are 0.12Mt at 1.2 g/t for 4,500 oz, and Probable Reserves are 18.22Mt at 1.8 g/t for 1,047,700oz.

 

The information in this report that relates to the Mineral Resources of Bellamel Mining Limited is based on information provided by Mr Matthew Wood who is a Member of the Australian Institute of Mining and Metallurgy. Mr Wood is the Chairman of Bellamel Mining Limited. Mr Wood has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the ?Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves?. Mr Wood consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

 

Measured Resources are 13.30Mt at 1.15 g/t for 491,500 oz, Indicated Resources are 15.17Mt at 1.35 g/t for 658,380 oz and Inferred Resources of 45.38Mt at 1.10 g/t for 1,628,050 oz

 

Norton Gold Fields Limited

PRODUCER
CODE : NGF.AX
ISIN : AU000000NGF2
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Norton Gold FieldS is a gold producing company based in Australia.

Norton Gold FieldS holds various exploration projects in Australia.

Its main asset in production is PADDINGTON GOLD MINE in Australia, its main asset in development is MOUNT MORGAN in Australia and its main exploration properties are BARAMBAH, SIENNA AND ELECTRA COAL and MIDDLEMOUNT COAL in Australia.

Norton Gold FieldS is listed in Australia and in Germany. Its market capitalisation is AU$ 233.0 millions as of today (US$ 173.4 millions, € 152.8 millions).

Its stock quote reached its highest recent level on January 18, 2008 at AU$ 0.68, and its lowest recent point on November 14, 2008 at AU$ 0.06.

Norton Gold FieldS has 931 870 016 shares outstanding.

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5/12/2010Appendix 3C Announcement of Buy-Back - Employee Scheme
4/23/2010 Quarterly Activities Report to 31 March 2010
4/23/2010S708A Notice - S708A Notice - Unlisted Options Exercised
4/23/2010 Appendix 3B - Employee Options Exercised
4/23/2010Unlisted Options Lapsed
4/8/2010Change of Substantial Holding
3/29/2010Appendix 3B and S 708A Notice re issue of shares on exercise...
3/24/2010Mark Wheatley Appointed a Director
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3/17/2010Lehman Brothers Motion Adjourned
3/16/2010 Appendix 3Y Change of Director's Interest Notice
3/8/2010Initial Director's Interest Notice - Mr Tim Sun
3/5/2010 Sun Tie Min Appointed a Director
3/2/2010raises $20m at a 34% premium
2/24/2010Location of Register of Relevant Interests
2/18/2010Amended Appendix 3Y
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2/5/2010Half Yearly Report and Accounts
1/25/2010Homestead Update and Restatement of 2010 Production Target
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12/10/2009 Section 708A Notice for Placement Shares
12/4/2009Appendix 3B - Issue of Shares
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11/2/2009Unlisted Options Cancelled
10/28/2009Notice of Annual General Meeting
10/20/2009Substantial shareholder notice
10/19/2009raises $40.5m at 32.83 cents per share
10/15/2009Trading Halt
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10/5/2009considers investment opportunities
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7/15/2009Quarterly Activities Report
6/5/2009 Managing Director's Speech at Homestead Underground Mine Op...
6/5/2009 Homestead Underground Mine Opening Today
5/29/2009(NGF) - Stonebridge Group Research
5/20/2009NGF - ASX Online e-Lodgement ~ Change in substantial holding
2/27/2009Unlisted Employee Options Cancelled
2/17/2009- Half Yearly Report and Accounts
1/30/2009ASX Online e-Lodgement - December Quarterly Report - Amended
1/29/2009- Quarterly Report: December 2008
11/27/2008- Trading Update for First Half FY 2009
11/13/2008- Appendix 3B
10/1/2008- Norton's Offer for Bellamel Closed
9/25/2008Norton resets operating platform at Paddington
9/22/2008Notice of Status of Conditions BMM
9/22/2008Change in Substantial Holding from NGF ~ now holding 87.26%
9/19/2008Change in substantial holding from NGF
9/18/2008Offer to Bellamel Shareholders closes 30 September 2008 and ...
9/16/2008Statement regarding Lehman Bros
9/5/2008Bellamel Merger Update
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8/21/2008Change in substantial holding from NGF
8/4/2008Online e-Lodgement - Letter re Bellamel Takeover Booklet
8/4/2008Online e-Lodgement - Appendix 3B
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7/28/2008NGF - ASX Release "Merger to create leading Australian gold ...
7/14/2008New issue announcement
7/10/2008Change of Director’s Interest Notice
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7/1/2008Results of Extraordinary General Meeting of Members
6/16/2008~
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5/27/2008Notice of Extraordinary General Meeting, Explanatory Memoran...
5/16/2008ASX Online e-Lodgement ~ Appendix 3B Unlisted Options Exerci...
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