Beruflich Dokumente
Kultur Dokumente
PROSPECTUS
Important Information:
This is an important document that you should read in its entirety. If you do not understand it, you should consult your
professional adviser without delay. The shares offered by this Prospectus should be considered speculative.
Refer to section 10 for detail relating to investment risks.
highlights of the issue
• Madagascar – Investment Friendly
MALAGASY MINERALS – A Fourth largest island in the world – approximate size of
NSW Australia
SOLID PROJECT PORTFOLIO
Politically stable democracy – President recently re-
Nickel-copper-coal-cobalt-PGE elected (2006)
mineralisation in south-central
Madagascar National mining culture – low operating costs
Eight (8) 100%-owned projects - New mining code – modern transparent tenement
totalling 6,300 square kilometres of administration regime
tenure Major ongoing foreign-assisted upgrade in geological
Five priority projects identified including data infrastructure
defined targets of interpreted Voisey’s Major infrastructure development – 9,000km of roads
Bay style nickel-copper-PGE rehabilitated
mineralisation and basin coal at Sakoa
Immediate follow up targets • Malagasy Minerals Limited – an established presence in
incorporating up to 24,000m of drilling Madagascar
planned for the first 18 months after
10 years in-country experience
completion of the Offer
Successful exploration track record
BRGM – Madagascar: acquisition & ongoing
Building Value In Madagascar co-operation
• Experienced and successful management team Established operational bases with several drilling rigs
• Long-term presence and experience in Madagascar Ongoing cash flow from quarrying dimension stone
operations
• Established operations bases in Madagascar
• Senior operations management personnel based in BRGM Assets:
Madagascar
• Acquiring three drilling rigs with operators & support
• 100%-owned tenements (8 projects – 6,300 sq km) – all equipment
located in Madagascar
• Operating assay laboratory and staff
• Acquisition of BRGM – Madagascar key assets; including
3 drilling rigs • Adjacent to Ministry of Mines & mining tenements national
offices for Madagascar
• Coal assets in Sakoa region in southern Madagascar.
• 19,000 square metre commercial property base in
• Focussed on target commodities & mineralisation styles Antananarivo, the capital of Madagascar
(Ni-Coal-Cu-Co-PGE-VMS)
• Company offices and management residences on-site
• Defined follow-up targets for interpreted Voisey’s Bay style
mineralisation at Ampanihy Project • Ongoing co-operation and mutual support agreements
with BRGM
• Up to 24,000 metres drilling planned for first 18 months
after completion of the Offer
Objectives and Strategy
Malagasy Minerals Ltd – The Assets • Create Shareholder wealth through focused exploration,
discovery & development of significant nickel, coal, PGE &
• Madagascar - a New Frontier copper ore bodies.
Significant yet under explored metals province • Utilise the technically competent & experienced resource
Over 7,000 recorded historical mineral occurrences team assembled by the Company.
World-class mineral resource projects (e.g. Ni-Co- • Fast track evaluation & exploration of the Company’s
ilmenite) currently under development priority projects utilising its own drilling rigs & established
service base.
Recent junior explorer success
• Continually assess existing projects & create new
• Madagascar – Strongly Prospective opportunities whilst remaining a focussed nickel-copper-
coal-PGE explorer in southern Madagascar.
Geologically linked to central-eastern Africa (Kenya-
Tanzania) & western India.
Exploration Programs
Complex variety of rock associations and intrusions –
and abundance & variety of minerals occurrences • Five (5) priority projects identified with immediate follow up
and/or drill-ready targets delineated.
Share Registry
Security Transfer Registrars Pty Ltd Madagascar Corporate Advisors
770 Canning Highway Fidafrica Madagascar
APPLECROSS WA 6153 Rue Rajakoba Augustin
Telephone: +61 8 9315 2333 Ankadivato – Antananarivo 101
Madagascar
Facsimile: +61 8 9315 2233
Lead Manager
Stock Exchange Listing
Element Capital Pty Ltd
ASX Limited 52 Ord Street
ASX Code: MGY West Perth WA 6005
Exposure Period
Applications for Shares under this Prospectus will not be
processed until after expiry of the Exposure Period pursuant to
Chapter 6D of the Corporations Act. No preference will be
conferred on Applications received during the Exposure Period.
All Applications received during the Exposure Period will be
treated as if they were simultaneously received on the date on
which the Offer opens. If the Exposure Period is extended by
ASIC, Applications will not be processed until after expiry of
the extended Exposure Period.
2. Details of Offer 7
7. Tenement Report 89
It is my pleasure on behalf of the Board of Directors of Malagasy Minerals Limited (“MML”) to invite you to become a
Shareholder in the Company pursuant to this Prospectus offer.
The Company is seeking to raise $10 million with the issue of 50 million fully paid ordinary Shares at an issue price of 20 cents
per Share.
MML was established specifically to pursue the rapid development of mineral resources in Madagascar, the world’s fourth largest
island, which hosts significant under explored mineral provinces. The country has a mining culture and in the past decade has
1 made significant advances in establishing a modern mining code and a politically stable democracy.
The Company has fast tracked its development since incorporation on 22nd September 2006 with the acquisition of 100%
of the issued capital of Mada Aust SARL (“MDA”) a Madagascar-based exploration company established more than 10 years
ago, holding approximately 2,000 sq km of granted prospective tenements in the south of Madagascar. MDA is managed by
Mr. Jules LeClezio, a French Mauritian by birth, assisted by Dr Peter Woods (geologist) and Mr Guy LeClezio (his brother) both
based in Perth, has successfully built an experienced team of geologists and administrative personnel in Madagascar. Following
the acquisition of MDA in April 2007, MML commenced negotiations with the French based geoscientific group, Bureau de
Recherchés Géologiques et Minières (“BRGM”) to acquire their commercial drilling and assaying business in addition to land
and buildings on approximately 19,000 sqm of land which includes a number of offices, warehouses and residences, as well as
the BRGM drilling and assaying facilities, at their base in Antananarivo, the capital city of Madagascar. These negotiations were
successfully concluded on 13th December 2007 in Orleans France, with the execution of legal agreements.
The purpose of this Prospectus raising is to allow for the funding of the acquisition costs of MDA and the BRGM assets, and to
provide exploration funds to aggressively explore and develop the company’s tenement holdings which now cover approximately
6,300 sq km of tenements, with a primary commodity focus on Coal, Nickel, Copper & PGE mineral occurrences.
There are five main projects that will be rapidly assessed and drilled within the first 18 months of listing. These include the
Ampanihy Nickel, Copper, PGE project which has a structural setting similar to the Voisey’s Bay area in eastern Canada, where
a massive nickel deposit is associated with Labradorite intrusives. In Madagascar these Labradorite intrusives are being quarried
by three companies on a Royalty basis, while MDA retains the rights to all other minerals. The Labradorites contain numerous
disseminations of sulphide, as evidenced by prior and current field exploration programmes and (petrographic) study of cut
samples. Interpretation of airborne geophysical data in and around these intrusives has indicated several areas of prospectivity
worthy of follow up; these deposits constitute our primary target.
Additionally, at the Vohibory Project MML has identified the Ianapera coal occurences and significant copper anomalies with
surface samples of up to 29% copper.
Through these strategic acquisitions, MML has developed a significant local presence in Madagascar with an experienced work
force through out the group of over 50 personnel, the majority of whom are locals. It is envisaged that Managing Director
Mr. Steven Goertz will relocate his family to Madagascar post listing, and that the operations will be run and managed from
Madagascar, with only the corporate administration services being managed from Perth.
The primary objectives of MML are to “Create Shareholder wealth through focused exploration, discovery and development of
significant nickel, coal, copper & PGE ore bodies, utilising modern exploration techniques and the technically competent and
experienced resource team assembled in Madagascar”.
I recommend that you read this Prospectus thoroughly and we look forward to your participation as a Shareholder in advancing
our exciting projects for the benefit of all stakeholders.
Yours sincerely,
Max Cozijn
Chairman
23 May 2008
The Offer is subject to the Minimum Subscription of $8,000,000. Refer to Section 2.6 for details of the Minimum Subscription.
The Shares issued under this Prospectus will be fully paid and rank equally with other Shares on issue.
$ % of Shares $ % of Shares
All Options proposed to be issued will have an exercise price of 20 cents per share and have a
5 year term
Options to be issued to Directors subject to Shareholder approval following Official Listing 3,000,000
Note 1: The Company currently has 15,000,000 preference shares on issue, which will convert into Shares upon Official Quotation.
Note 2: The Company reserves the right to issue up to 5,000,000 options to any party assisting in this Offer after Official Quotation.
The table below sets out the proposed use of funds based on achievement of full subscription of the Offer and the Minimum
Subscription.
Corporate Costs:
Available Funds:
* Year commencing from the date of the commencement of Official Quotation of the Company’s Shares on the Official List of ASX in the case
of ‘YR 1’ or the anniversary of that listing in the case of ‘YR 2’.
Although the proceeds of the Offer are primarily to be used shareholders. MRNL directors who are MRNL shareholders
as summarised in the above table, the actual allocation of may elect to participate in the priority invitation as well.
funds may change depending upon the results of exploration
programmes and the analysis of those results, and the timing
Subject to each MRNL shareholder’s priority invitation to
of the grant of the tenements under application.
acquire a minimum of 10,000 Shares, the Directors of MML
will allocate the 10,000,000 Shares available to MRNL
Working Capital Adequacy shareholders in their absolute discretion.
The Directors consider that the monies to be raised pursuant
to the Offer will provide sufficient working capital to carry out
its stated objectives set out in this Prospectus. 2.5 Minimum application under
Offer
2.4 Priority Invitation – MRNL Applications under the Offer must be for a minimum of
Shareholders 10,000 Shares ($2,000) and thereafter in multiples of 1,000
Shares ($200). Applications to subscribe for Shares under the
As the formation of MML was supported by MRNL, each MRNL Offer will only be accepted on the Application Form attached
shareholder will be given a priority invitation to acquire a to this Prospectus.
minimum parcel of 10,000 Shares. The Company will make
a total of up to 10 million Shares available in priority to MRNL
None of the Shares offered by this Prospectus will be If ASX does not grant permission for Official Quotation of the
issued if valid Applications for 40,000,000 Shares are not Shares within three months after the date of this Prospectus
received. Should valid Applications for 40,000,000 Shares (or within such longer period as may be permitted by ASIC)
not be received within four months from the date of this none of the Shares offered by this Prospectus will be allotted
Prospectus, the Company will either repay the Application and issued. If no allotment and issue is made, all Application
Monies will be refunded to Applicants (without interest).
2
Monies to Applicants or issue a supplementary prospectus or
replacement prospectus and allow Applicants one month to
withdraw their Applications and Application Monies will be
repaid (without interest).
2.10 Allotment
Application Monies will be held in trust for Applicants until
2.7 Lead Manager allotment of the Shares. Any interest that accrues will be
retained by the Company. No allotment of Shares under
The Offer is not underwritten. this Prospectus will occur until the Minimum Subscription is
reached.
The Company has appointed Element Capital as lead
manager to the Offer who will be paid fees as detailed in The Company reserves the right to reject any Application or to
Section 8.8. issue a lesser number of Shares than those applied for. Where
the number of Shares issued is less than the number applied
for, surplus Application Monies will be refunded (without
2.8 How to apply interest) as soon as reasonably practicable after the Closing
Date.
If you wish to invest in the Company complete the Application
Form attached to this Prospectus. Completed Application Shares under the Offer are expected to be allotted, and
Forms should be returned to the Company’s Share Registry, shareholding statements dispatched, on or before the
together with the Application Monies in full, prior to 5.00pm Allotment Date.
(WST) on the Closing Date. Alternatively complete a paper
copy of the electronic Application Form which accompanies
the electronic version of the Prospectus which can be found 2.11 CHESS
and downloaded from www.malagasyminerals.com
The Company will apply to participate in the Clearing House
Completed Application Forms and Application Monies should
Electronic Sub-register System (CHESS), operated by ASX
be returned to the Share Registry as follows:
Settlement and Transfer Corporation Pty Ltd (ASTC) (a wholly
By post to: owned subsidiary of ASX), in accordance with the Listing
Malagasy Minerals Limited Rules and ASTC Operating Rules. On admission to CHESS,
c/- Security Transfer Registrars Pty Ltd the Company will operate an electronic issuer-sponsored
PO Box 535 sub-register and an electronic CHESS sub-register. The two
APPLECROSS WA 6953 sub-registers together will make up the Company’s register of
Shareholders.
Or delivered to:
Malagasy Minerals Limited The Company will not issue certificates to Shareholders.
c/- Security Transfer Registrars Pty Ltd Instead, as soon as is practicable after allotment, successful
770 Canning Highway Applicants will receive a holding statement which sets out the
APPLECROSS WA 6153 number of Shares issued.
madagascar:
project areas
Malagasy Minerals Limited Prospectus 11
the company’s projects
3.1 Overview Mineral Sector & Legal Framework
The minerals sector and mining law generally are currently
History, Physiography, Culture & Government well advanced on a programme of comprehensive
Madagascar is located in the Indian Ocean off the eastern restructuring, a process likely to be ongoing for some time.
coast of southern Africa, separated from the mainland by the
The International Monetary Fund and the World Bank
Madagascar Channel. It is the fourth largest island in the
have previously proposed a USD38.65M programme, the
world, approximately 1600km in length and 500km in width,
‘Mineral Resources Governance Project’, to facilitate reform
comprising some 590,000 square kilometre’s; approximately
of the Malagasy minerals sector. This programme is far-
equivalent to the size of the state of New South Wales,
reaching, encompassing significant taxation reform, geologic,
3 Australia.
figure 1:
Composite geological map of Ampanihy, Vohibory & Miary projects
Ranking & Key Targets within Primary Projects (c) Vohibory (Cu-Zn-Ag-[Au])
Exploration tenure comprises eight (8) projects covering • Polymetallic ‘Besshi’-type VMS mineralisation targeted.
approximately 6,300 square kilometres of mineral tenure (Historical production from Japanese Besshi deposit
within 114 permits in southern and central Madagascar. Five comprised 30 million Tonnes averaging 2.5% Cu; 0.3%
(5) of these permits totalling 181 square kilometres, were Zn; 7gpt Ag & 0.2gpt Au)
granted subsequent to the completion of the Independent
Geologists Report in Section 5 of this Prospectus. • Numerous surface Cu-mineralisation indications suggest a
possible new Cu-Zn-Ag VMS mineralisation district
The MML tenement portfolio is prospective for commodities
as diverse as coal, nickel, copper, cobalt, silver, base
metals, manganese, ilmenite (titanium) and silica. In order • On-strike between historical (Cu) production (Besatrana)
to enhance the opportunities for early exploration success centre and recent anomalous competitor drilling (21m @
the Company has ranked all of its projects; with a decision 0.7% Cu; 1.1% Zn; 0.5gpt Au; 21gpt Ag)
to focus primarily on the top five (5) projects in the first 12
months after completion of the Offer. • MML surface sampling in late 2007: results of up to 29%
Cu; 175g/t Au and 2,000ppm Ni; 100ppm Cu; 40ppb
Pt from rock chips and 110ppm Cu; 15ppb Au from soils
(a) Ampanihy (Ni-Cu-PGE) within defined mineralisation corridor over 20km
• Nickel sulphide targets delineated with strong similarities
• Planned exploration (2 yrs): A$730K including 4,500m
to Voisey’s Bay
drilling (Coal & VMS)
• Coincident surface geochemical and aeromagnetic
anomalism indicating possible sulphide-hosted Ni-Cu (d) Satrokala (Ni-Co)
(+/-PGE) mineralization • Lateritic Ni-Co mineralisation targeted of similar style as
Dynatec Ambatovy Project in Madagascar
• Early results from sampling of sulphides: 0.67% Ni; 0.64%
Cu; 0.12% Co; 26ppb (Pt+Pd) • Observed lateritic nickel development in regolith -
historical sampling assays in nickel-bearing horizons of up
• Immediate follow up targets from geophysical to 0.60% Ni
interpretation and surface geochemistry
• 25 strike kilometres of prospective lithologies within the
• Planned exploration (2 yrs): A$1.0M including 6,000m project tenements
drilling
• Planned exploration (2 yrs): A$546K including 3,400m
(b) Ianapera Coal drilling
• Project overlies eastern portion of Sakoa Coal Field with (e) Mananjary Regional (Cu-Ni-PGE)
extensive mapped coals beds of the southern Ianapera
Coal Basin • Conceptual targeting of Noril’sk mineralisation styles
• MML holds approximately 22 strike km of coal beds within • Large tenement holding close to (eastern) coast –
the Ianapera basin amenable to airborne geophysical interpretation and
regional geochemical sampling evaluation
• Recent strong competitor interest in adjacent coal
province; ≤ AU$394m in two (2) acquisition transactions
• Planned exploration (2 yrs): A$911K including 5,100m
in last four months (Straits Resources Ltd. U$45m –
drilling
• country rocks, some of which are sulphide-bearing and There has been a significant increase in interest in the Sakoa
Coalfield of late. Australian company Straits Resources Limited
• Ni and Cu sulphides within the anorthosites and troctolite. have recently paid A$41M for a 35% stake in a 500 square
kilometre tenement block covering the Sakoa and Sakamena
Based on apparent similarities with the Voisey Bay area, Coal Basins to the west of Ianapera. Additionally, Thailand-
the Ianapera and Maniry anorthosite bodies in southwest based Asia Thai Mining have paid C$141M to acquire the
Madagascar, with confirmed Ni and Cu sulphides, are Malagasy mineral assets of (TSX-listed) Pan African Mining; the
considered prospective for nickel and copper (and associated primary asset being approximately 600 square kilometres of
gold-PGE). tenements overlying the Sakoa-Sakamena area adjacent to the
Straits acquisition. These holdings abut MML tenements to the
west, with Pan African having completed drilling and limited
materials testing of the coal seams as recently as the end of
2006.
Coal quality is variable between individual seams. Inherent Numerous gold, copper and related (Zn-Ag) mineralisation
moisture content averages 2% to 3%, ash content from 15% to occurrences are recorded along the Beseva-Vohibory
35% (NB: averaging 17% - dry) and sulphur content fairly low boundary. These occur within a defined sub-contiguous
at under 1%. Volatiles average 20% to 30% (raw – dry basis) corridor that follows the approximate intrusive contact trend
with calorific content varying inversely to ash content, between (e.g. refer Figures 5 and 6). The prominent flexure zone
5,000 kcal/kg to >7,000 kcal/kg. As no dolerite intrusives adjacent to the eastern ‘apex’ of the mineralisation corridor
have been mapped within the Measures, it is not anticipated (Figure 6) remains untested by drilling. Additionally, the
that devolatised coal will be encountered. eastern project area overlies the northern portion of a N-S
corridor of similar mineralisation occurrences.
Pan African reports that washability tests completed on coal
seams in the southern Sakoa Field produced a 70% - yield To the northwest, the historical Besatrana (shear-hosted)
product of 13.5% ash and 6,550 kcal/kg. polymetallic Cu-Zn-Ag-Au mine reportedly (i.e. Madagascar
Geological Survey) produced approximately 6,000 tonnes of
Prior feasibility studies conducted as recently as 1989 ore averaging 3.5% copper plus associated silver, gold and
concluded that the average seam dips would not be antimony. It lies at the northern extremity of the western ‘wrap-
problematic for mining extraction, and that coal from the around’ corridor.
thicker (i.e. ≥4m true thickness) seams was amenable to
beneficiation; with trans-shipment to the coast and subsequent To the south is the Besakoa polymetallic Cu-Zn-Ag Project,
ship loading not presenting particular problems. Improved owned by Canadian-listed Majescor Resources. Exploration
technology and economics in today’s pricing regime would drilling in late 2006 by Majescor returned intersections up to
likely enhance these conclusions. 21 metres grading 0.70% Cu; 1.1% Zn; 0.50gpt Au & 21gpt
Ag. The main sulphide lens in this area reportedly averages
Noteworthy from the Pan African-commissioned recent studies up to 10 m in true thickness over a minimum 500 m strike
are (i) the significantly inadequate amount of exploration length, and is open at depth. Recent limited resampling by
testing conducted across the Sakoa Field outside of the Majescor of 1950s vintage BRGM drill core returned values
Andranomanintsy area, and (ii) the below-ground consistency up to 65gpt Ag and 2gpt Au.
(and sometimes improvement) in thickness and continuity of
mapped beds; the latter factor related to the abovementioned In November and December 2007, MML completed a
depth of weathering of the residual regolith. These programme of surface geochemical sampling at Vohibory
observations are applicable across the entirety of the Coal comprising minus 80-mesh soil sampling and rock chip grab
Measures, inclusive of the MML holdings over the Ianapera sampling. These works have returned results of up to 29% Cu;
Coal Basin.
figure 6: Total Magnetic Intensity (TMI) image of the Vohibory Project area
showing known mineralised trends and location of MML and competitor
exploration and results
Phase II is contingent on positive results being delivered in Unlike the above Area ‘A’ to the north, Area ‘B’ (Manakara)
Phase I, and includes a provision for exploratory RC/DC remains essentially unexplored yet contains similarly
drilling. A total of A$730K has been budgeted for the first two prospective lithological assemblages to those both within
years post-IPO at Vohibory. the area the area that hosts the Ambodilafa Project and with
other areas of Ni-Cu-PGE prospectivity in Madagascar (e.g.
Analalava).
Mananjary Regional (Ni-Cu-PGE)
Proposed Exploration Program & Budget
Location and Tenure
MML plans to utilise airborne geophysical data (aeromagnetics
The Mananjary Regional Project comprises 43 permits & EM) combined with the (proven effective) technique
totalling just over 3,600 sq km in area. It is located along of regional stream geochemical sampling, to delineate
the central-eastern seaboard of Madagascar, extending for prospective areas. By dividing the Mananjary Regional Project
over 350 kilometres and centred on the towns of Mananjary into three (3) distinct zones, the Company will be better able to
and Manakara. The northern tenement group is located to target each area systematically and sequentially.
the southeast of Jubilee Platinum’s Ambodilafa (Ni/Cu/PGE)
project. Depending on the results of initial exploration, MML has
budgeted for 5,200 metres of follow up drilling of any targets
The Mananjary Regional Project area overlies rugged and identified from initial exploration programmes. A total of
densely vegetated eastern coastal margin of Madagascar. A$0.91M has been budgeted to Mananjary.
Consequently, access within the project areas is difficult;
necessitating the use of helicopter support to facilitate mobility.
Satrokala Project (Ni-Co)
Geology, Exploration History and Targets
Location and Tenure
The Mananjary Regional Project tenements overlie a variable
sequence of (Cretaceous) flood basalts and rhyolite in the Satrokala is located 50km northwest of Ihosy, in south-
north (Area ‘A’ – Ambodilafa South Group) and (Proterozoic) central Madagascar. It comprises a single permit of 413
quartz-feldspar gneisses and schists in the south (Area sq km, beneficially owned 100% by MML through MDA.
‘B’ – Manakara Group); the latter frequently intruded by The Satrokala Project is located in a region of moderate
charnockites and amphibolites. Some of these intrusives may topographic relief. Vegetation cover is primarily grassland
be of noritic composition. In the extreme south of the project as the forests have been previously denuded by indigenous
area is the Ranomena area, overlying Proterozoic gneisses of logging operations. Access is via the National Highway
charnockite composition intruded by syenite with subsequent to the town of Ihosy south of Fianarantsoa, and thence via
igneous / volcanic activity in the form of charnockite intrusives local unsealed roads and tracks connecting various small
and rhyolite volcanics. settlements.
The voluminous Cretaceous flood basalts underlying the Geology, Exploration History and Targets
Ambodilafa South Group (refer Figure 7) have parallels with
Analalava in the extreme north of Madagascar where Ni-Cu- The Satrokala Project overlies a Proterozoic sequence
PGE’s are known to be associated with gabbroic intrusives. of intercalated ultramafics, micaschists, amphibolites,
3
Subsequent to MRNL assessment in 2005, the Anjeba Project The Miary Project comprises a single permit of 25 sq km. The
area has returned encouraging indications of uranium-thorium permit was granted in late January 2005 for a term of 10
mineralisation. Scintillometer readings up to 2,000cps years. It is located 30km east of the southern extremity of the
combined with anomalous (13.5ppm) thorium in soil indicate Ampanihy project. Minerals under title include Ni-Cu-Au, with
that the orthopyroxenites units adjacent to the granitic an application for Mn and other minerals lodged by MML in
intrusives may host uranothorianite mineralisation. 2006.
Androyen orthopyroxenites have provided the host for the bulk Geology, Exploration History and Targets
of historical uranothorianite mining in Madagascar and these
units within the Anjeba Project area will be the focus of initial The Miary Project lies within a portion of the Bekily Belt, which
follow-up exploration programmes. adjoins the Ampanihy Belt to the east. The tenements cover
an area of known historical manganese mineralisation, within
Proposed Exploration Program & Budget a sequence of graphite schists, migmatites and quartzites of
the (Proterozoic) Graphite System. Additionally, the prospect
Anjeba has been selected for early assessment to determine lies along strike to the north of the Mahambahy anorthosite
retention or relinquishment. The focus will be on surface (gabbro) intrusive. Two small anorthosite lenses occur to the
geochemical testing of orthopyroxenites located in proximity south and east. The country rock units are interpreted as
to granite intrusives in the southern project area. The orogenic supracrustal material.
main priority will be to follow up areas that have returned
anomalous scintillometer responses from (2005) MRNL Proposed Exploration Program
programmes.
The Miary Project is a relatively small project designed to look
for manganese (+/-graphite) mineralisation. Additionally, the
proximity of the anorthosite/gabbroic intrusives may indicate
Cu-Ni mineralisation potential.
anjeba project area Typical manganese outcrop in the Miary – Ampanihy region
Vohibory Project:
Proposed Exploration Expenditure Minimum Subscription A$8m Maximum Subscription A$10m
Activity Year 1 (A$) Year 2 (A$) Year 1 (A$) Year 2 (A$)
Drilling (Total Cost) 120,000 110,000 280,000 276,000
Surface geochemistry & mapping 25,000 15,000 25,000 15,000
Geophysical surveys & data interpretation 25,000 14,000 25,000 15,000
Field plant & equipment 15,000 15,000 15,000 15,000
Travel & accommodation 10,000 10,000 15,000 10,000
Staff & contractors 15,000 15,000 15,000 15,000
Tenement costs 5,000 6,000 57,000 6,000
Total 215,000 185,000 377,000 352,000
Satrokala Project:
Proposed Exploration Expenditure Minimum Subscription A$8m Maximum Subscription A$10m
Activity Year 1 (A$) Year 2 (A$) Year 1 (A$) Year 2 (A$)
Drilling (Total Cost) 93,000 90,000 188,000 231,000
Surface geochemistry & mapping 15,000 10,000 15,000 10,000
Geophysical surveys & data interpretation 15,000 10,000 15,000 10,000
Field plant & equipment 10,000 10,000 15,000 15,000
Travel & accommodation 10,000 10,000 10,000 10,000
Staff & contractors 10,000 10,000 10,000 10,000
Tenement costs 3,000 4,000 3,000 4,000
Total 156,000 144,000 256,000 290,000
3
Geophysical surveys & data interpretation 15,000 5,000 15,000 5,000
Field plant & equipment 10,000 10,000 15,000 15,000
Travel & accommodation 10,000 10,000 10,000 10,000
Staff & contractors 10,000 10,000 10,000 10,000
Tenement costs 2,000 3,000 2,000 3,000
Total 107,000 98,000 177,000 197,000
Anjeba Project:
Proposed Exploration Expenditure Minimum Subscription A$8m Maximum Subscription A$10m
Activity Year 1 (A$) Year 2 (A$) Year 1 (A$) Year 2 (A$)
Drilling (Total Cost) 44,000 - 81,000 78,000
Surface geochemistry & mapping 18,000 5,000 18,000 5,000
Geophysical surveys & data interpretation 10,000 5,000 10,000 5,000
Field plant & equipment 10,000 10,000 10,000 10,000
Travel & accommodation 5,000 8,000 5,000 8,000
Staff & contractors 10,000 10,000 10,000 10,000
Tenement costs 2,000 3,000 2,000 3,000
Total 99,000 41,000 136,000 119,000
Miary Project:
Proposed Exploration Expenditure Minimum Subscription A$8m Maximum Subscription A$10m
Activity Year 1 (A$) Year 2 (A$) Year 1 (A$) Year 2 (A$)
Drilling (Total Cost) 20,000 - 46,000 45,000
Surface geochemistry & mapping 15,000 5,000 15,000 5,000
Geophysical surveys & data interpretation 10,000 5,000 10,000 5,000
Field plant & equipment 5,000 5,000 5,000 5,000
Travel & accommodation 5,000 5,000 5,000 5,000
Staff & contractors 5,000 5,000 5,000 6,000
Tenement costs 1,000 1,000 1,000 1,000
Total 61,000 26,000 87,000 72,000
Majunga Project:
Proposed Exploration Expenditure Minimum Subscription A$8m Maximum Subscription A$10m
Activity Year 1 (A$) Year 2 (A$) Year 1 (A$) Year 2 (A$)
Drilling (Total Cost) 24,000 - 82,000 -
Surface geochemistry & mapping 11,000 - 10,000 -
Geophysical surveys & data interpretation 6,000 - 5,000 -
Field plant & equipment 5,000 - 5,000 -
Travel & accommodation 10,000 - 10,000 -
Staff & contractors 10,000 - 10,000 -
Tenement costs 1,000 1,000 1,000 1,000
Total 67,000 1,000 123,000 1,000
3
should not be significantly altered without first understanding
The primary advantages to MML of acquiring the BRGM
it.
operations include:
Additionally, the safety of the people with whom our company
• Availability of 3 drilling rigs to expedite drilling of MML
comes in contact is of paramount importance. This goes
projects,
beyond the implementation of first-world standards in actual
• Availability of in-country assaying facility to utilise on work programmes, but also extends proactively into the areas
an arms-length basis through third-party farm-in and of safety training and preventative health services.
development.
MML seeks to earn the trust of the people in our areas of
• Access to experienced technical staff and industry operations and to be recognised as a responsible corporate
intelligence. citizen.
Dear Sirs,
RSG Global Pty Ltd (“RSG Global”) has been commissioned of the Exploration Permits is addressed in Section 7 of this
by Malagasy Minerals Limited (“MML”) to provide an Prospectus. These matters have not been independently
Independent Geologist’s Report on mineral exploration verified by RSG Global. The present status of tenements listed
properties located in Madagascar in which MML has, or in this report is based on information provided by MML, and
is earning, an interest. This report is to be included in a the report has been prepared on the assumption that the
Prospectus to be lodged with the Australian Securities and tenements will prove lawfully accessible for evaluation.
Investments Commission (“ASIC”) on or about the 23rd of May, The Independent Geologist’s Report has been prepared in
2008, offering for subscription 50,000,000 Shares at an issue accordance with the Code and Guidelines for Assessment
price of 20¢ per Share (the “Prospectus”), to raise a total of and Technical Valuation of Mineral and Petroleum Assets and
$10,000,000 (before costs associated with the issue). The Mineral Securities for Independent Expert Reports (“The Valmin
funds raised will be used for the purpose of exploration and Code”), which is binding upon Members of the Australasian
evaluation of the mineral properties. Institute of Mining and Metallurgy (AusIMM), the Australian
RSG Global has not been requested to provide an Institute of Geoscientists (AIG), and the rules and guidelines
Independent Valuation, nor have we been asked to comment issued by such bodies as the ASIC and Australian Stock
on the Fairness or Reasonableness of any vendor or promoter Exchange (ASX), which pertain to Independent Expert Reports.
considerations, and we have therefore not offered any opinion The mineral properties, in which MML has an interest, are
on these matters. considered to be “Exploration Projects” which are inherently
RSG Global has based its review of the MML projects on speculative in nature. RSG Global considers, nonetheless,
information provided by MML, along with technical reports by that the projects have been acquired on the basis of sound
Government agencies, previous tenements holders, and other technical merit. The properties are also considered to
relevant published and unpublished data. A site visit was be sufficiently prospective, subject to varying degrees of
undertaken to the projects by the primary author Vincent Morel exploration risk, to warrant further exploration and assessment
between the 18th April and 29th April 2007. A final draft of of their economic potential, consistent with the proposed
the report was also provided to MML, along with a written programs.
request to identify any material errors or omissions prior to Exploration and evaluation programs summarised in the report
lodgement. Where appropriate, and in accordance with ASIC amount to a total expenditure of approximately $4.10 million
Practice Note 55 and Update 183, consent has been obtained of which MML plans to spend approximately $2.12 million in
to quote data and opinions expressed in unpublished reports the first year of assessment. MML intends to raise $10 million,
prepared by other professionals on the properties concerned. and at least half the liquid assets held, or funds proposed
The MML projects are understood to consist of 109 to be raised by MML, are understood to be committed to
granted Exploration Permits covering an aggregate area of acquisition, exploration, development and administration of
approximately 6,148 square kilometres. The legal status the mineral properties, including those not referred to in this
RSG Global Consulting Pty Ltd (ACN 121 184 290) trading as RSG Global (ABN 14 121 184 290)
P E R T H J O H A N N E S B U R G A C C R A
5
exploration budget also exceeds the anticipated minimum Yours faithfully
annual statutory expenditure commitment on the various
RSG Global Pty Ltd
project tenements.
The Independent Geologist’s Report has been prepared on
information available up to and including 30 April 2008.
RSG Global has provided consent for the inclusion of the
Independent Geologist’s Report in the Prospectus in the form
and context in which the report and those statements appear,
and has not withdrawn that consent before lodgement of the
Prospectus with the ASIC. Vincent Morel
RSG Global is an integrated mineral industry consulting Exploration Projects Manager - International
firm, which has been providing services and advice to
international mining companies and financial institutions since
1987. The primary author of this report, Mr V.P.I. Morel, is a
professional geologist with more than 14 years experience in
the exploration and evaluation of mineral properties within
Australia and elsewhere internationally. Mr Morel is a Senior
Consultant with RSG Global, and a Member of the AIG. Mr
Morel has the appropriate relevant qualifications, experience,
competence and independence to be considered an “Expert”
under definitions provided in the VALMIN Code, however
has less than the required five years experience in uranium
geology and uranium exploration.
RSG Global Consulting Pty Ltd (RSG Global) has been Under the terms of a Share Sale Agreement entered into with
commissioned by Malagasy Minerals Limited (MML) to Madagascar Resources NL (MRNL) on 4th April 2007, MML
provide an Independent Geologist’s Report for inclusion in has agreed to acquire 100% of the issued capital of MDA for
a Prospectus to facilitate the listing of MML on the Australian a consideration of 10,000,000 preference shares in MML,
Stock Exchange. MML holds a 100% interest, through it’s plus A$2.2 million in cash, with A$750,000 payable upon
a wholly owned subsidiaries MADA-AUST SARL (MDA) and successful listing of MML, and the balance being payable out
Mazoto Minerals SARL (MZT), in the Ampanihy, Vohibory, of 70% of the net Royalty receipts due under the existing three
Miary, Anjeba, Bekisopa, Satrokala, Mananjary and Majunga Labradorite Royalty agreements. The share sale agreement is
conditional upon MML listing by 31 July 2008, and is secured
5 projects in Madagascar.
by way of an escrow over the MDA shares.
The project areas include the Vohibory Project (Cu, Zn, Ag, Au, MML, through its acquisition of MDA, has agreements with
coal), the Ampanihy Project (Cu, Ni, PGE), the Anjeba Project three entities, giving the latter rights to mine labradorite-
(U-Th) and the Miary Project (Mn) in southern Madagascar; bearing anorthosite dimension stone from the two gabbroic
it also includes the Bekisopa (Ni-Fe), Satrokala (Ni) and anorthosite intrusives within the Ampanihy tenement group.
Mananjary Regional Project (Ni-Cu) in central Madagascar,
and the Majunga Project (heavy mineral sand ilmenite- zircon The Bekisopa project comprises two contiguous permits,
-rutile) in north western Madagascar. MML operates all these totalling 87.5km2. The Bekisopa project was granted over the
projects from a central office in Antananarivo and a regional period February to July 2005 for a period of 10 years.
office in Toliary, in south western Madagascar. The south west
The Satrokala project comprises one permit, totalling
Madagascar projects (Ampanihy, Vohibory, Miary and Anjeba)
412.896km2. The tenements were granted on the 11th of July
represent some sixty two permits totalling 2006.25km2.
2007 for a term of 5 years; renewable for a further 5 years.
The central Madagascar projects include the Bekisopa, The permit is beneficially owned by MML under title of MDA.
Satrokala and Mananjary Regional projects, and are total
The Mananjary Project area consists of a large (3,616.4km2)
some forty six permits covering 4,116.4km2.
group of tenements, centred primarily on the Mananjary
The Majunga Project in the north western part of Madagascar region to the south of Jubilee’s Ambodilafa (Ni/Cu/PGE)
comprises a single license of 25km2. project. The permits will be beneficially owned by MML under
title of MDA and MZT.
The Andriamena chromite deposit, located 150km north No significant occurrences of PGE’s are currently known within
of Tana, where chromite concentrate is being extracted at an Madagascar. PGE’s are known to occur within comparatively
average rate of 100Kt of concentrate / year. The operation small (i.e. 1 to 5km long x 1 to 2km wide) ultramafic intrusives
is controlled by the ‘Société Kraomita Malagasy’ (known as of dunitic to pyroxenitic composition (e.g. Andriamena Cr
‘KRAOMA’), a formerly ‘parastatal’ entity recently privatised deposit). PGE concentrations in these environments are in the
under World Bank / IMF reforms. range of 50 to 100ppb (Pt + Pd).
The Fort Dauphin ilmenite deposit located at Toalagnaro During the 1950s, there was a significant thorium industry
(formerly Fort Dauphin) on the SE coast. This (Rio Tinto based on uranothorianite-bearing (ortho)pyroxenites in south-
[QMM] / OMNIS – joint venture) project is currently awaiting eastern Madagascar. These deposits generally contain just
environmental approval. This project is scheduled to under 0.5% mineral by host-rock volume, with the ore mineral
commence operations by the end of 2008; with a planned composition averaging between 50% and 75% thorium and
initial annual production rate of 750,000 tonnes of ilmenite 3% to 25% uranium.
and 25,000 tonnes of zircon and an estimated mine life of 40
years. A similar style deposit is located along the south coast The bulk of known coal deposits in Madagascar occur within
approximately 45km to the west of Toalagnaro. It is owned by the Permian Sakoa Formation, the basal member of the Karoo
Phelps Dodge but remains largely undeveloped to date. Supergroup. Coal deposits in the country comprise lignite and
bituminous shales, with no anthracite currently recorded.
The Toliara (Ranobe) mineral sands deposit on the SW
coast of Madagascar. Currently managed by a subsidiary of Numerous deposits of gold occur throughout Madagascar.
MRNL, the project is under option to South Africa’s Exxaro These include Ampanihy in the south, Andavakoera in
(formerly Kumba) Resources Ltd., who are currently completing the northeast, Farafangana and Mananjary on the central
a feasibility study subsequent to a successful 10,000m drilling East Coast, Maevatanana in the central northwest and
programme. In 2006, MRNL calculated a resource of 710MT Miandrivazo-Dabolava in the central west.
averaging 6.3% heavy minerals (‘HM’). Exxaro is assessing
Field investigations and rock chip sampling by MRNL of the
the project as potential additional feed for its (formerly Ticor
pyritic leptynite units in the Besakoa and Vohibory areas of the
SA-owned) smelting operations at Richard’s Bay (SA).
Vohibory Belt, and the anorthosite bodies in the Ampanihy Belt
The Ambatovy lateritic Ni/Co deposit located ENE of Tana, to the east, indicate that these areas have potential to host Ni/
and controlled by Canadian-based Dynatec Corporation Cu/Co, Au/Cu, and Cu/Pb/Zn mineralisation.
(75%) and Sumitomo Metals (25%). Dynatec have recently
Review of BRGM and Department of Energy and Mines data
completed a US$20M feasibility study and a US$1.2B
indicate the presence of Au/Cu and Cu/Pb/Zn mineralisation
fundraising preparatory to moving into production. Scheduled
associated with major faults within the Proterozoic of the
to commence production in late CY2009 and containing
Vohibory Belt, around Vohibory and Besakoa. In addition
reported resources of 125Mt grading 1.04% Ni and
a number of anorthosite/troctolite bodies are mapped in
0.099% Co, the project has an estimated life of 27 years at
the north-trending Ampanihy Belt, immediately to the east.
an average metal production of 59kT nickel and 5.3kT cobalt.
Previous work in these areas has confirmed the presence of:
Start up capital costs are estimated at USD2.5B, with a
projected production cost per pound nickel of USD0.77 after
by-product credits. The World Bank estimates the project will
generate export earnings of USD185M pa.
RSG Global Pty Ltd (‘RSG Global’) has been commissioned by RSG Global is an integrated mineral industry consulting firm,
Malagasy Minerals Limited (‘MML”) to provide an Independent which has been providing services and advice to international
Geologist’s Report on mineral exploration properties in mining companies and financial institutions since 1987.
Madagascar in which MML has an interest. This report is to
The climate of the eastern and north western coasts is The principal and official languages are French and Malagasy.
dominated by the almost constant blowing of the south Malagasy is a Malayo-Polynesian language which has different
easterly trade winds, which carry heavy rains during the but mutually intelligible dialects and is spoken throughout
austral winter (May to September). The central plateau and Madagascar. The Merina dialect has come to be considered
the western coast are sheltered from these winds but receive the standard literary form of the language. Instruction in
rain from the monsoon winds, which blow during the austral French is preferred by the coastal peoples, as it avoids
summer (October to April). Neither the trade winds nor connotations of Merina cultural dominance.
2 million are Lutherans (mostly from Fianarantsoa South); and Export earnings are primarily generated in the small
less than 1 million are Anglicans (mostly in Antananarivo and industrial sector, which features textile manufacturing and
Toamasina). Muslims, concentrated mostly in the north and agriculture processing and accounts for about 12% of GDP.
northwest, constitute approximately 10% of the population. Deforestation and erosion, aggravated by the use of firewood
There is also a small number of Hindus among the Indian as the primary source of fuel are serious concerns. Poverty
population. reduction will be the driving force of economic policy for the
next few years.
The new Mining Code clearly defines the nature and extent Taxation and Legal stability guaranteed for 25 years from
of mineral permits within Madagascar; a vast improvement project initiation. This incorporates inter alia that the terms
on the old Marxist-based administration. The new system of of Exploration, Exploitation and Environmental Permits will
licences (“permits”) is based on one or more standard surface not be changed once granted/approved.
units of 0.40km2 (625m x 625m), termed a “Square” or
“Carré”. Permits are applied for on a (UTM-based) graticular International dispute arbitration and waiver of sovereign
system, granted on a first-come first-served basis, are (partially) immunity on the enforcement of arbitrated awards.
commodity-specific, and are classified as either ‘Recherche’
Ability to maintain and operate offshore bank accounts.
(Exploration) or ‘Exploitation’ (Mining) type. Summary
characteristics of each type follows: Reduced corporate income tax; 10% for projects which
transform minerals into value-added products, and 25%
Temporary Exploration Permits (‘AERP’) are valid for
for straight mining and beneficiation operations.
three (3) months, with no drilling or pitting allowed (surface
prospecting and remote sensing only). They are granted Investment tax credit based on capital investment, applied
immediately upon application and are convertible upon against taxes due and payable.
expiry to either Research or Exploitation permits. Maximum
area per application is 15,000km2 (38,400 Squares) at a Reduced royalty payments; 1% for value-added mineral
cost of A$0.20/Square (maximum A$7,700). products, a 50% reduction on standard royalty rates.
Exploration Permits (Permis de Recherche - ‘PR’) allow Up to 75% debt-financing, from external or shareholder
exclusive prospecting rights within a maximum area of sources, and repayment of loan principle and interest
10,000km2 (25,600 Squares). The initial term is for five without withholding tax; 10% withholding tax on dividends
(5) years; renewable twice more for three (3) years each. to foreign shareholders; elimination of value-added tax
The cost is A$19 per unit. A 200km2 Exploration Permit (VAT) for operations and subcontractors.
(comparable to the WA EL equivalent) would comprise 500
Squares, for a total cost of A$9,500, with 25% (A$2,400) Elimination of customs duties and dedicated customs posts
payable on application and the remainder upon grant. A for import/export with the exception of 5% customs duty on
reclamation plan, baseline environmental study, closure consumables at the mine. Standard importation duties on
plan and other plans of action are required with the PR equipment apply at a rate of 10%.
application (collectively termed an “Environmental Impact
Statement” – EIS). Turnaround time on granting of permits In addition to the Mining Act and the LGIM, the Government
averages between one and three months. of Madagascar has updated corporate and labour laws. A
new Company Code was enacted in 2003 and the Labour
Mining Permits (Permis d’Exploitation - ‘PE’) allow Code was enacted in 2004. The existing Competition Code
full-scale mining of defined mineral deposits. These are and LGIM are currently undergoing update and revision.
valid for 40 years, renewable in 20 year instalments.
Environmental protection criteria are more rigorous than
for PR’s, with turnaround on granting of licence varying
5.3 Geology Of Madagascar The Malagasy Precambrian can be divided into the following
major units (Figure 3_1):
5.3.1 Precambrian Geology of Madagascar
The Antongil Unit (Ag) in the east contains the oldest
The eastern two thirds of Madagascar are underlain by rocks known in Madagascar. These are 3200Ma tonalitic
Precambrian rocks, sporadically intruded by Cretaceous gneiss and 2500Ma granitic orthogneisses associated with
through Neogene basalts and rhyolites, whereas the western amphibolite facies metasediments. It is generally accepted
third is composed of two large basins of mid-Palaeozoic to that Antongil Unit is a part of the Indian continental crust
Recent sedimentary rocks. Different continental blocks of (Dharwar Craton).
Indian and African origin amalgamated at ±550Ma to build
the present architecture of the Island. The Antananarivo Unit (At) in the central area is a vast
ensemble of poorly differentiated and probably Archaean
Archaean rocks occur throughout Madagascar, from Isle aged gneiss and migmatites. It includes many granitic
St. Marie in the northeast of the island to the Ranotsara shear intrusions with ages around 2500Ma.
zone in the south. Rocks older than 3,000Ma include the
One of the most striking features of Malagasy geology is a 5.3.3 Geology of South Western Madagascar
prominent NW-SE trending, sinistral shear belt, the Bongolava- The geology of south western Madagascar is discussed in
Ranotsara Shear Zone (BRSZ). This zone appears to separate greater detail as it underlies a significant part of MML’s ground
two different crustal terranes, a northern predominantly holdings, and is most relevant to this document.
Archaean crust and a southern predominantly Proterozoic crust
(Figure 3.2_1). The Precambrian rocks southwest of the BRSZ comprise six
north-south trending belts of granulites and upper amphibolite
5.3.2 Sedimentary Basins of Madagascar facies paragneisses, with concordant granites and granulites.
Quartzo-felspathic gneisses predominate with layers of
Depositional sequences equivalent to the Permian Karoo marble, quartzite, diopsidite of sedimentary origin, and
Supergroup of continental Africa are found along the entire amphibolite layers of probable volcanic origin. Granitic veins
western and north western coast of Madagascar. Although are concentrated in major migmatite belts with calc-alkaline
the depositional sequences form a continuous belt, they and crustal melt bodies several kilometres across. The six
are generally subdivided into the Morondava Basin along belts are distinguished on the basis of lithostratigraphy and
the western coast and the Diego Basin on the north western structure. The boundaries between the belts are marked by
extremity of the island. The succession is subdivided into zones of finely banded, highly strained, gneisses that separate
three lithostratigraphic units, which in ascending order are the domains with older, more open structures. The Vohibory
Sakoa Group, the Sakamena Group and the Isalo Group. and Ampanihy belts underlie MML’s Vohibory and Ampanihy
projects, whereas the Bekily Belt underlies the Miary and
The Sakoa and Sakamena Groups are time equivalents of Anjeba projects.
the Karoo Supergroup on the continent and were deposited
in individual graben structures. The sequence commences These belts are all found within the Early Precambrian
with glaciogene deposits, which are overlain by a coal continental crust represented by the Toalagnaro-Ampanihy
bearing succession. The succeeding sedimentary strata rest Unit (Ta) or the Bekily Block, as it is sometimes referred to.
in some places disconformably on the latter or overstep onto The Ta unit was strongly reworked during Pan-African times
basement. (600±530Ma).
Rock chip sampling of the Ampanihy Anorthosite bodies Figure 4.1.4_1: Ankafotia Massif – Copper
has found sulphides in the form of disseminated crystals Mineralisation
(0.5-1mm) and small blebs/stringers (10-20cm) of massive
sulphides, the latter returning results up to 0.67% Ni, [Pt+Pd]), Ni (≤630ppm), Cu (≤220ppm),-Co (≤40ppm) and
0.64% Cu, 0.12% Co, 26ppb (Pt+Pd) and 21ppb Au. The Cr (≤1100ppm), with one area anomalous in Au (18ppb).
Ankafotia anorthosite massif exhibits strong sulphidation, if
somewhat surficially limited, and associated with leuconoritic The Ankafotia (Ianapera) anorthosite, covering approximately
assemblages (Figure 4.1.4_2). 75 sq km, is elliptical with marble and graphite bands running
parallel to its outcropping margin. Preliminary exploration
Stream sediment and soil geochemical sampling programmes by MRNL around this intrusion found blebs of copper and
by MRNL around these intrusives in 2004/5 delineated a nickel sulphides containing nickel (0.54%), copper (0.42%),
number of areas that were anomalous in PGE (≤68ppb and cobalt (980ppm) in waste material around a quarry
Figure 4.1.3_1: Ampanihy Project – Regional Structural Interpretation After Martelat et Al. (1999)
Although MML have sourced significant geological Figure 4.1.4_4: Ankafotia Massif – Disseminated
information, it is recommended that further reconnaissance Sulphides in Leuconorites
and detailed mapping, as well as rock chip sampling, and
a wide spaced surface geochemical survey are carried out 5.4.1.6 Exploration and Evaluation Strategy
in order to swiftly assess the potential of this area. Prior
MML has provided RSG Global with an exploration strategy
assessment by MRNL personnel noted frequent occurrences of
for the Ampanihy Project to cover an initial two year period
manganese along the Ampanihy Shear between Ianapera and
following admission to ASX. MML has separated the proposed
Maniry.
exploration strategy into two phases.
The anorthosite massifs are also prospective for hard rock
Phase I of MML’s exploration strategy will focus on the
ilmenite mineralization. Abundant alluvial ilmenite scree is
following:
present in the western parts of the Ankafotia massif, and its
source should be assessed through mapping, stream sediment Assess areas of known Ni-Cu-PGE (stream sediment)
sampling and rock chip sampling. anomalism around interpreted ‘low-pressure’ zones
along the margins of the anorthosite bodies. Initial soil
geochemical sampling is currently underway.
5.4.2 Vohibory Project The Sakoa formation contains vast bituminous coalfield
(i.e. ‘black’ or ‘thermal’ coal) that extends in excess of
5.4.2.1 Location, Access and Physiography 100 kilometres in strike extent, developed in the Ampanihy
region. The coalfield encompasses several basins (northeast
The property is located in Toliary Province of southwest to southwest): Imaloto, Ianapera, Sakoa and Sakamena;
Madagascar. From Toliary, the Vohibory area can be the latter two being the largest and best developed; having
accessed by road (via the RN7, which is tarred, and previously been mined prior to 1960 (i.e. 30,000 tonnes
then the RN10 to Lazarivo via Betioky), a distance of averaging 17% ash and a calorific content of 6,500 cal/
approximately 240 kilometres of which 70 kilometres are ton). Historical estimates put the Sakoa resources at around
paved (Figure 4.2.1_1). Within the project area, access 55 million tonnes of contained material.
is limited to poorly maintained tracks and the use of 4WD
is recommended. The region is sparsely populated with The Vohibory Project overlies the southern portion of the
habitation concentrated in a few scattered villages. Ianapera Coal Basin, located ENE of the adjacent Sakoa
Basin. The Ianapera coal beds are exposed sub-contiguously
Relief is mostly undulating, with surface elevations generally in the central and southern portions of the permit area for a
ranging from 250m above mean sea level in the main river combined strike of over 20 kilometres (Figure 4.2.3_1)
valleys to 500m in the more topographically pronounced
eastern regions. Streams and rivers flow heavily during the The Vohibory Belt consists of a gently folded sequence
months of December and January but are usually dry for the of orthogneiss and paragneiss with interlayered marble,
remainder of the year. amphibolite units and tourmaline granite. Possible ophiolite
remnants are represented by over 50 chromite-layered
The climate is dry tropical with maximum temperatures of serpentinite lenses. These occur with pillowed amphibolites,
37°C in November and minimum temperatures of 7°C in metagabbro and metatroctolite (and associated Mn, Fe,
June. Average precipitation is 600mm with the rainy season Au and Cu mineralisation). The basic rocks have been
usually extending from November to February. Dry scrub and metamorphosed to garnet granulites. There are strong
woodlands are developed over areas underlain by sedimentary similarities between the Vohibory amphibolites/ultramafic
rocks while savannah grassland predominates on crystalline assemblage and similar ophiolitic units in eastern and south
basement. eastern Africa.
5.4.2.2 Tenure The assemblage adjoins the eastern margin of the Beseva
granite-pegmatite intrusive.
The Vohibory Project comprises three permits covering a
total of 150km2, located 140km east-southeast of Tulear
(Table 4.2.2_1).
5.4.2.4 Exploration and Evaluation History
BRGM carried out regional reconnaissance and rock
The permits are 100% beneficially owned by MML, held under
chip sampling in the greater Vohibory area. In the late
title by MDA. They were granted in early to mid February
nineties Madagascar Resources NL carried out some minor
2005 for 10 years.
reconnaissance surface geochemistry on widely spaced grid
lines and associated stream sediment sampling for copper
5.4.2.3 Geology mineralisation.
The project lies within amphibolites and quartz-feldspar Review of BRGM and Department of Energy and Mines data
gneisses of the Vohibory System or Belt (Figure 4.1.2_1 and by Madagascar Resources geologists indicate the presence
4.2.3_1). These are unconformably overlain by coal and of Au/Cu and Cu/Pb/Zn mineralisation associated with
red-beds of the Sakoa Member of the Karoo Supergroup. major faults within the Proterozoic of the Vohibory Belt,
The Sakoa Member is equivalent in age to the Permian around Vohibory and Besakoa. Field trips between 1995 and
Karoo Supergroup of the African mainland. It comprises 1999 to these areas have confirmed the presence of Au-Cu
four formations named from oldest to youngest, the Glacial mineralisation at Vohibory, Au-Cu-Pb-Zn mineralisation at
Series, the Coal Measures, the Red Series and the Vohitolia Besatrana, and Cu mineralisation associated with ultramafic
Limestone. The coal-bearing geological formation Sakoa, has bodies in the Vohibory Belt.
counterparts in Mozambique and South Africa.
5
2006-07 by Majescor Resources generated a 21 metre
MML has provided RSG Global with a preliminary exploration
intercept averaging 0.7% Cu; 0.50g/t Au; 1.1% Zn and
plan for the Vohibory Project to cover an initial two year period
21.4g/t Ag.
following admission to ASX.
MML advises that it intends to prioritise follow-up of the target
Availability of (non-aeromagnetic) geophysical data will
areas generated by its recent sampling within Vohibory.
be examined in conjunction with mapping and surface
geochemical sampling of mineralised areas.
5.4.2.5 Exploration and Development Potential
The presence of known concentrations of sulphides with
Numerous copper occurrences are recorded along the Beseva- mineralisation will allow use of IP and EM geophysical data
Vohibory contact. To the north of the MML tenements, the as well as existing aeromagnetic data. With the availability
historical Besatrana polymetallic Cu-Zn-Ag-Au mine was being of good quality regional aeromagnetic data and Landsat
reinvestigated in 2006 by Majescor Resources. Besatrana is imagery, field work will target aeromagnetic anomalies and
a Besshi type greenstone belt-hosted, volcanogenic massive mineralised areas delineated from surface geochemistry/
sulphide (VMS) deposit hosted in a volcano-sedimentary unit prospecting.
that was reported by the Madagascar Geological Survey to
MML has separated the proposed exploration strategy into two
have produced approximately 6,000 tonnes of ore averaging
phases.
3.5% copper plus associated silver, gold and antimony.
Phase I of MML’s exploration strategy will focus on the
Mineralisation occurs as polymetallic sulphide lenses
following:
containing massive to semi-massive chalcopyrite, pyrite,
pyrrhotite, sphalerite, molybdenite and galena. Historical Complete surface geochemical sampling of prospective
work has also shown that limited gold mineralization is areas along the Beseva-Vohibory contact zone and
present. Besakoa-Ianapera mineralisation trend.
Historical data shows that the areas surrounding Besatrana Complete surface geological mapping followed by broad
contain a series of untested sulphide occurrences, and spaced (i.e. average 800 metre collar centres) drilling
may represent a potential new Neoproterozoic VMS type of identified coal seams for early delineation of inferred
mineralization district. resources over defined target areas.
There are numerous reported occurrences of gold and copper Complete detailed airborne magnetic and VTEM surveying
mineralisation in the Vohibory area. Despite the relatively low of the project area and carry out a detailed structural
Au-Cu values in surface samples the association of Au-Cu interpretation of the area based on the geophysical data
mineralisation with a major structure indicates that further work and Landsat imagery.
is warranted (mapping, soil sampling, geophysics, drilling).
Assess areas of known Cu-Zn-Ag-Au (stream sediment)
The Vohibory Project area contains coal-bearing formations anomalism around the margins of the Beseva Granite
of the Ianapera Coal Basin, which are exposed semi- Pegmatite for massive sulphide VMS-type mineralisation
contiguously in the central and southern portions of the permit through mapping, and ground geophysics such as EM.
area. MML is currently evaluating the potential of its coal
holdings via assessment of historical data and direct field Drilling of preliminary targets in the area (the objective will
assessment. be to have multiple drill targets defined by mid-2008 to
allow initial drilling to be completed prior to the onset of
Recent exploration within the Sakoa and Sakamena Coal the 2008/09 wet season).
Fields has been undertaken by Pan African Mining Corp and
Red Island Minerals. Work by Pan African has included drilling Phase II is contingent on positive results being delivered in
to 200 metres below natural surface and limited property Phase I, and includes a provision for exploratory RC/DC
testing of coal seam material. This work has confirmed drilling.
historical material property evaluation of the coal in terms
of calorific and ash content and further demonstrated the MML has provided RSG Global with an exploration budget
material to have low sulphur content (generally less than 1%) for the Vohibory Project covering the initial two year period to
and to be amenable to beneficiation. October 2009 as summarised in Table 4.2.6_1.
Coal seams vary from one to twelve metres in thickness, with The minimum proposed expenditure of A$0.4M over the
several seams in excess of two metres average thickness. initial two year period is considered to be consistent with the
Coal seams in the Sakoa and Sakamena areas generally potential of the Vohibory Project and is considered adequate
show good strike continuity; often over distances in excess of to cover the costs of the proposed program. The budget also
allows for 2,250 and 2,220 metres of core drilling in Years 1 5.4.3.4 Exploration and Evaluation History
and 2, respectively.
The Miary project has historical occurrences of manganese
mineralisation, based on rock chip sampling from previous
5.4.3 Miary Project explorers. No details of any past exploration in this area have
been sighted and the exploration history on this project is
5.4.3.1 Location, Access and Physiography vague and it is not clear if any work, other than some initial
The Miary project is located some 30km east of the southern regional reconnaissance, has been carried out in the area.
extremity of the Ampanihy Project in southwest Madagascar
It is unsure what lithologies are associated with manganese
(Figure 4.3.1_1). The area is arid, and vegetation is adapted
mineralisation, as very little detail is available regarding the
to dry and hot conditions. The topography is generally
local geology and no systematic mapping of the area has
flat, with gently undulating grasslands with low shrub
been carried out.
(Figure 4.1.1_2) and the elevation is less than 300m above
mean sea level. Temperatures vary between 20 – 30°C
in summer and become colder in the winter, occasionally 5.4.3.5 Exploration and Development Potential
reaching sub-zero temperatures.
Miary is a relatively small project and has indications of
manganese (+/-graphite) mineralisation, although these
5.4.3.2 Tenure
could not be verified. It is believed that graphite indicators
The Miary project comprises a single permit of 25.024km2. are associated with the abundant regional distribution of the
The permit was granted in late January 2005 for a term of graphite schists in a more regional context. Additionally, the
10 years (Table 4.3.2_1). Current mineral rights incorporate proximity of the anorthosite/gabbroic intrusives would suggest
Ni-Cu-Au; with an application for Mn and other minerals possible Cu-Ni mineralisation potential.
lodged by MML in late 2007.
Miary is very much considered a grass roots project, and it has
been identified for early assessment to determine retention or
5.4.3.3 Geology relinquishment.
Table 4.3.2_1
Miary Project:
Tenement Schedule
Ten Ten Area Area Term Application
Name Holder Rent Granted
Type No. BL km2 (yrs) Date
Miary PR 14614 MDA 4 25.024 $889 10 26/01/2005 26/01/2015
MDA – MADA-AUST SARL (a wholly owned subsidiary of MML), PR – permis de recherche
MML has also provided RSG Global with an exploration exploration has taken place over the project area. MNRL
budget for the Miary Project covering the initial two year carried out a reconnaissance field trip over the area in 2005.
period to October 2009 as summarised in Table 4.3.6_1
below.
5.4.3.5 Exploration and Development Potential
The minimum proposed expenditure of A$87K over the
initial two year period is considered to be consistent with the Historically, orthopyroxenites of the Androyen System have
potential of the Miary Project and is considered adequate to provided the host for the bulk of historical uranothorianite
cover the costs of the proposed program. The budget also mining in Madagascar.
allows for 370m of core drilling in Year 1 and 360 metres of
The Anjeba project area overlies uranothorianite-prospective
core drilling in Year 2.
sequences of the Androyen System. MRNL assessed the
Anjeba project in 2005, and subsequent to that, the project
5.4.4 Anjeba Project area has yielded encouraging indications of uranium-thorium
enrichment.
1.1.1 Location, Access and Physiography
Aeromagnetic data suggest that such prospective horizons
The Anjeba Project is located in the extreme south of and structures are likely as outliers within the southern
Madagascar, approximately 300km southeast of Toliary, near extremity of current MML permits. Areas deemed to be
the town of Jafaro (Figures 4.3.1_1 and 4.4.3_1). uranium-prospective will be assessed as a matter of priority.
Radiometric data and surface geochemical sampling have
The Anjeba area is typical of southwest Madagascar, as it is returned encouraging results. Scintillometer readings up to
arid, with vegetation adapted to these dry and hot conditions. 2,000cps, combined with anomalous Thorium (13.5ppm) in
The topography is generally flat with gently undulating soil indicate that the orthopyroxenites units adjacent to the
grasslands and low shrub. The elevation is less than 300m granitic intrusives may host uranothorianite mineralisation.
above mean sea level. Temperatures vary between 20 – 30ºC
in summer, reaching sub-zero temperatures in the winter.
5.4.3.6 Exploration and Evaluation Strategy
5.4.3.2 Tenure The Anjeba Project has been selected for early assessment
to determine retention or relinquishment. Exploration will
The Anjeba project comprises a sub-contiguous set of two focus on the orthopyroxenites located in proximity to granite
permits totalling 9 carres for 56.25km2 (Table 4.4.2_1). intrusives in the southern project area.
Beneficial ownership resides with MML, with title held in the
name of MDA. It is proposed to initially focus a ground gamma ray
spectrometer survey as a first pass check for thorium, and
follow up of reported historical thorium anomalism based on
5.4.3.3 Geology regional scintillometry. Surface mapping and soil sampling is
also proposed.
The Project is underlain by Proterozoic amphibolites and
orthopyroxenites of the Androyen System, immediately east MML has also provided RSG Global with an exploration
of their disconformable contact with the younger Graphite budget for the Anjeba Project covering the initial two year
System (Figure 4.4.3_1). The country rocks include ubiquitous period to July 2009 as summarised in Table 4.4.6_1.
intercalated phlogopite, orthopyroxenite and quartzite units
intruded by early Palaeozoic granites. The minimum proposed expenditure of A$140K over the
initial two year period is considered to be consistent with the
potential of the Anjeba Project and is considered adequate to
5.4.3.4 Exploration and Evaluation History cover the costs of the proposed program. The budget also
allows for 650 metres of core drilling in Year 1 and 630m in
Other than forming part of current regional mapping Year 2.
programs carried out under the auspices of GAF, and some
scintillometer work carried out in the area, no systematic
Figure 4.3.1_1: Location and Access to the Miary and Anjeba Project Areas
The Bekisopa project is situated in southern central The area is marked by rolling hills in a semi-arid climate,
Madagascar on the central plateau adjacent to the eastern with the densest vegetation near river beds and in the valleys.
edges of the Morondava Basin. Satrokala is situated south of No exploration work can be contemplated during the rainy
Bekisopa, on the margins of the Horombe Plateau. season, which extends from mid-November to mid-April.
The climate is generally warm and dry, but temperatures are
5 The Mananjary regional project is situated along the central affected by the altitude.
east coast of Madagascar.
5.5.1.2 Tenure
5.5.1 Bekisopa Project The Bekisopa project comprises two contiguous permits,
totalling 14 (PR) carrés and 87.6km2. The Bekisopa
5.5.1.1 Location, Access and Physiography (formerly Soatanimbary) project was granted over the
The Bekisopa nickel project is located some 150km west of period February to July 2005 for a period of 10 years. Both
Fianarantsoa, near the township of Bekisopa, south of the permits are beneficially owned by MML under title of MDA
(Table 5.1.2_1).
Phase II is contingent on positive results being delivered in In the central and western parts of Madagascar vast expanses
Phase I, and includes a provision for exploratory RC and/or of secondary grassland now cover nearly the entire landscape
Diamond drilling. (Figure 5.2.1_1). The “Hauts Plateaux” (the High Plateau)
feature mainly gentle rolling hills and valleys, as well as
MML has also provided RSG Global with an exploration outcropping peaks consisting of rock such as granite and or
budget for the Bekisopa Project covering the initial two year quartz ridges. The physiography of the Horombe Plateau is
period to September 2009 as summarised in Table 5.1.5_1. typified by a very sparse vegetation and gentle rolling hills.
The minimum proposed expenditure of A$205K over the The interior escarpment and high plateau regions have a
initial two year period is considered to be consistent with the seasonal climate with frost often occurring in mid winter but
potential of the Bekisopa Project and is considered adequate snow is extremely rare. Temperatures vary considerably across
to cover the costs of the proposed program. The budget also the different regions.
allows for 910 metres of core drilling in Year 1 and 1160m in
Year 2.
5.5.2.2 Tenure
5.5.2 Satrokala Project The Satrokala project comprises one permit, totalling 66 (PR)
carrés and 412.896km2 (Table5.2.2_1). The permit will be
5.5.2.1 Location, Access and Physiography beneficially owned by MML under title of MDA.
Table 5.2.2_1
Satrokala Project Area:
Tenement Schedule
Ten Ten Area Area Term Application
Name Holder Rent Granted
Type No. BL km2 (yrs) Date
Satrokala PR 26341 MDA 66 412.896 4,887 5 18/05/2007 11/07/2007
MDA – MADA-AUST SARL (a wholly owned subsidiary of MML), PR – permis de recherche
Figure 5.2.1_1: Satrokala Project – Physiography Figure 5.2.3_2: Satrokala Project – Quartz Intercalations
Table 5.2.5_1
Satrokala Project:
Proposed Exploration Expenditure Minimum Subscription A$8m Maximum Subscription A$10m
Activity Year 1 (A$) Year 2 (A$) Year 1 (A$) Year 2 (A$)
Drilling (Total Cost) 93,000 90,000 188,000 231,000
Surface geochemistry & mapping 15,000 10,000 15,000 10,000
Geophysical surveys & data interpretation 15,000 10,000 15,000 10,000
Field plant & equipment 10,000 10,000 15,000 15,000
Travel & accommodation 10,000 10,000 10,000 10,000
Staff & contractors 10,000 10,000 10,000 10,000
Tenement costs 3,000 4,000 3,000 4,000
Total 156,000 144,000 256,000 290,000
potential of the Satrokala Project and is considered adequate roughly from north of Baie d’Antongil, the most prominent
to cover the costs of the proposed program. The budget feature on the east coast of the island formed by the Masoala
allows for 1,510 metres of exploratory drilling in Year 1 and Peninsula, to the far south of the island. The coastline is
1,860m in Year 2. straight, with the exception of the bay, offering less in the way
of natural harbours than the west coast.
5.5.3 Mananjary Regional Project The east coast has a subequatorial climate and, being most
directly exposed to the trade winds, has the heaviest rainfall,
5.5.3.1 Location, Access and Physiography averaging as much as 3.5 meters annually. This region is
notorious not only for a hot, humid climate in which tropical
The Mananjary Regional Project is located along the central- fevers are endemic but also for the destructive cyclones that
eastern seaboard of Madagascar, north and south of the town occur during the rainy season, coming in principally from the
of Mananjary (Figures 2.5_1 and 5.3.3_1). The Project area direction of the Mascarene Islands.
consists of a large (3,616km2) group of tenements, centred
primarily on the Mananjary region to the south of Jubilee’s
Ambodilafa (Ni/Cu/PGE) project. The Project area overlies 5.5.3.2 Tenure
rugged and densely vegetated eastern coastal margin of
Madagascar. Consequently, access within the project areas is The Mananjary project comprises forty three permits, totalling
difficult; necessitating the use of helicopter support to facilitate 580 (PR) carrés and 3,616km2 (Table 5.3.2_1). The permits
mobility. which are currently in the process of being granted will be
beneficially owned by MML under title of MDA and MZT.
The east coast of Madagascar consists of a narrow band
of lowlands, about fifty kilometres wide, formed from the
sedimentation of alluvial soils, and an intermediate zone, 5.5.3.3 Geology
composed of steep bluffs alternating with ravines bordering The Project tenements overlie a variable sequence of
an escarpment of about 500 meters in elevation, which gives (Cretaceous) flood basalts and rhyolite in the north (Area ‘A’ –
access to the central highlands. The coastal region extends “Ambodilafa South Group”) and (Proterozoic) quartz-feldspar
Table 5.3.2_1
Mananjary Project Area
Tenement Schedule
Figure 5.3.3_1: Mananjary Regional Project - Tenement Location Plan on Geology Background
The regional scale BRGM work was never followed up, and regional stream geochemical sampling to delineate
the possibility exists that additional intrusives of charnockite prospective areas. By dividing the Project into three (3)
–gabbroic composition intrude the Androyen schists and distinct zones, MML will be better able to target each area
gneisses south of Ambodilafa and are exposed within systematically and sequentially.
the Cretaceous rhyolites and basalts that underlie MML’s
Ambodilafa South tenements. Depending on the results of the IPO, MML has budgeted for
between 1,900 and 5,155 metres of follow up drilling of any
To the south, Malagasy Government magnetic data suggest targets identified from initial exploration programmes.
sills of (Cretaceous) pillow basalts occur within the eastern
margin of the Proterozoic basement gneisses within the MML has provided RSG Global with an exploration budget
Manakara group. This interpretation is consistent with the for the Mananjary Project. RSG Global deems that a budget,
known presence of numerous intrusive sills of charnockite outlined in Table 5.3.5_1, is sufficient to cover the initial two
composition in this area. year period to October 2009.
Whilst Area ‘A’ was historically subjected to regional-scale The minimum proposed expenditure of A$0.5M over the
stream geochemistry by the BRGM, Area ‘B’ remains initial two year period is considered to be consistent with the
essentially unexplored yet contains similarly prospective potential of the Mananjary Project and is considered adequate
lithological assemblages to those both within the area the area to cover the costs of the proposed program.
that hosts the Ambodilafa Project and with other areas of Ni-
Cu-PGE prospectivity in Madagascar (e.g. Analalava).
5
Table 6.5_1 Majunga Project:
Proposed Exploration Expenditure Minimum Subscription A$8m Maximum Subscription A$10m
Activity Year 1 (A$) Year 2 (A$) Year 1 (A$) Year 2 (A$)
Drilling (Total Cost) 24,000 - 82,000 -
Surface geochemistry & mapping 11,000 - 10,000 -
Geophysical surveys & data interpretation 6,000 - 5,000 -
Field plant & equipment 5,000 - 5,000 -
Travel & accommodation 10,000 - 10,000 -
Staff & contractors 10,000 - 10,000 -
Tenement costs 1,000 1,000 1,000 1,000
Total 67,000 1,000 123,000 1,000
The Permit is located close to the town and port of Majunga. • Bulk sampling and analysis of heavy minerals
The coastal zone is, however, environmentally sensitive, a
factor which has restricted exploration of the Permit. The MDA • Development of an environmental strategy for further
management team does have significant experience working exploration
in Madagascar and this should allow effective progression
MML has also provided RSG Global with an exploration
through the regulatory process.
budget for the Majunga Project covering the initial two year
period to September 2009 as summarised in Table 6.5_1.
5.6.5 Exploration and Evaluation Strategy
The minimum proposed expenditure of A$68K over the
It is initially planned to utilise the expertise of MDA personnel initial two year period is considered to be consistent with the
(who identified the Ranobe-MM mineral sands deposit north potential of the Majunga Project and is considered adequate
of Tulear) to conduct an aggressive first-pass assessment of to cover the costs of the proposed program.
5.7 Glossary
°C Temperature in degrees Celsius amethyst Form of silica (SiO2).
African Plate A large portion of the Earth’s crust covering the amphibolite A metamorphic crystalline rock consisting mainly of
continent of Africa and extending westward to the mid-Atlantic Ocean. amphibole and some plagioclase.
Ag Chemical symbol for silver. Androyen System Refers to a group of metamorphic rocks
comprising part of the crystalline basement rocks of Madagascar.
AIG Australian Institute of Geoscientists
anorthosite A plutonic rock comprised almost entirely of calcium-rich
airborne geophysical data Data pertaining to the physical properties
plagioclase feldspar (labradorite).
of the earth’s crust at or near surface and collected from an aircraft.
Archaean An era of geological time spanning the period from 3,800
airborne geophysical survey Survey pertaining to the physical
million years to 2,500 million years before present.
properties of the earth’s crust at or near surface and collected from an
aircraft. argillite A rock composed predominantly of clay minerals, or having
a notable proportion of clay in its composition.
airborne geophysics Data pertaining to the physical properties of the
earth’s crust at or near surface and collected from an aircraft. Au Chemical symbol for gold.
Al Chemical symbol for aluminium. AusIMM Australian Institute of Mining and Metallurgy
alluvial Silt, sand and gravel material, transported and deposited by beryl A beryllium-alumino silicate mineral, Be3Al2Si6O18, often
rivers. found in pegmatites. Emerald is a gem variety of beryl.
amazonite Form of feldspar. Besshi Deposit A VMS style Zn-Cu-Pb deposit located in southwestern
Japan
Palaeozoic The era of geologic time between the Late Precambrian scree The rubble composed of rocks that have formed down the slope
and the Mesozoic era, 545 to 251 million years ago. of a hill or mountain by physical erosion.
para- Pertaining to metamorphic rocks originally of sedimentary Shear zone A zone in which shearing has occurred on a large scale,
precursor. such that the rock is deformed dominantly by ductile deformation.
Pb Chemical symbol for lead shearing A form of fault in rocks where blocks of rock slide past one
another without a natural break forming.
Pd Chemical symbol for palladium
sinistral Refers to the relative horizontal direction of movement of
pegmatite A very coarse grained intrusive igneous rock which blocks on either side of a fault or shear, with sinistral referring to left
commonly occurs in dyke-like bodies containing lithium-boron- directional movement of the opposite side block
fluorine-rare earth bearing minerals.
soil sampling The collection of soil specimens for trace element
Permian The last geological Period of the Palaeozoic era, between analysis.
about 298 million years and 251 million years ago.
stratiform Occurring parallel to the rock strata, and deposited at the
PGE A group of elements that includes platinum and palladium. same time.
phlogopite A brown magnesium mica similar to biotite, but stratigraphy Pertaining to the vertically stacked succession of rocks.
containing little iron.
Stream sediment sampling The collection of bulk or sieved sample
Pliocene The last division of the Tertiary period, between of sand or silt collected from an active or ephemeral stream-bed with
approximately 5 and 1.8 million years ago. the intention of analysing them for trace elements.
5
calcium feldspar and a high proportion of iron rich minerals.
Voisey’s Bay Refers to a significant sulphide-hosted Ni-Cu-Co deposit
tourmaline A complex aluminium silicate mineral containing boron. on the north eastern coast of Canada owned by Brazilian company
Vale Limited.
Triassic The earliest period comprising in the Mesozoic era, between
approximately 250 and 205 million years ago. volcanics Pertaining to igneous material poured out on the surface
of the earth in a molten state and to fragmental material of all sizes
troctolite A gabbro that is composed chiefly of calcic plagioclase
erupted from volcanic vents.
(labradorite) and olivine with little or no pyroxene.
VTEM Versatile Time Domain Electromagnetic System, a type of
tuff A rock formed of compacted volcanic fragments, generally
airborne geophysical testing of the earth, often used to detect
smaller than four millimetres in diameter.
concentrations of sulphides below surface.
U Chemical symbol for uranium
Zr Chemical symbol for zircon
ultrabasic Igneous rocks consisting essentially of ferromagnesium
minerals with trace quartz and feldspar.
5.8 Bibliography
Andriamarofahatra, J., De La Boisse, H., Nicollet, C. 1990. Datation U+/-Pb sur monazites et zircons du dernier épisode tectono-
métamorphique granulitique majeur dans le Sud-est de Madagascar. Comptes Rendus à l’Académie des Sciences Paris 310, 1643±1648.
Argold Holdings Pty. Ltd. 2005. Report on a program of soil and stream sediment sampling in southern Madagascar May-June, 2005.
Madagascar Resources NL Internal report, October 2005.
Ashwal, L.D. 1997. Geology of Madagascar: Brief Outline.- In: Ashwal, L. D. (ed.), Proterozoic Geology of Madagascar - Guidebook to Field
Excursions, Miscellaneous Publications 6, Gondwana Research Group, 4-9; Osaka and Auckland Park.
AusIMM. 1995. Code and Guidelines for Assessment and Valuation of Mineral Assets and Mineral Securities for Independent Expert Reports (The
Valmin Code) Issued April 1998.
AusIMM. 1998. Code and Guidelines for Assessment and Valuation of Mineral Assets and Mineral Securities for Independent Expert Reports (The
Valmin Code), issued April 1998. The Australasian Institute of Mining and Metallurgy
Besairie, H.H. 1964. Madagascar Carte Géologique, Echelle 1:1,000,000.- Service Géologique, Société des Pétroles de Madagascar, Bur.
Rech. Géologiques Minières, Commissariat Energie Atomique, Inst. Rech. Scient., Soc. Ugine Péchiney; Antananarivo.
Besairie, H.H. 1970. Map Ampanihy, scale 1:500,000. Service géologique de Madagascar.
Caen-Vachette, M. 1979. Le Précambrien de Madagascar. Radiochronométrie par isochrones Rb/Sr sur roches totales. Revue de Géologie
Dynamique et de Géographie Physique 21, 331±338.
GAF, A.G., Dahl,R. 2005. Madagascar: Une présentation générale. BPGRM, Nov. 2005.
Goncalves, P., Nicollet, C, Lardeaux, J-M. 2003. Finite Strain pattern in Andriamena unit (north-central Madagascar) : evidence for late
Neoproterozoic-Cambrian thrusting during continental convergence. Precambrian Research, v 123: pp. 135 – 157.
Malagasy Minerals Ltd. 2007. Information Memorandum.
Martelat, J-E., Schulmann, K., Lardeaux, J-M., Nicollet, C., Cardon, H. 1999. Granulite microfabrics and deformation mechanisms in Southern
Madagascar. J Struct. Geology 21, pp 671 – 687.
Paquette, J-L., Nedelec, A., Moine, B., Rakotondrazafy, M. 1994. U±Pb, Single Zircon Pb-Evaporation, and Sm±Nd Isotopic Study of a granulite
domain in SE Madagascar. Journal of Geology 102, 523±538.
Shackleton, R. M. 1986. Precambrian collision tectonic in Africa. In: Coward, M.P., Ries, A.C. (Eds.), Collision Tectonics, 9. Geological Society
Special Publication, pp. 329±349.
Windley, B.F., Razafiniparany, A., Razakamanana, T., Ackerman, D. 1994. Tectonic framework of the Precambrian of Madagascar and its
Gondwana connections: a review and reappraisal. Geologische Rundschau 83, 642±659.
www.clinemining.com 2007
www.panafrican.com 2007
21 May 2008
Dear Sirs
6
6.1 Introduction − The payment and recognition directly in equity, of costs
incurred by the Company with respect to the capital
We have prepared this Independent Accountant’s Report raising, of $650,000 and $750,000 in relation to the
(Report) at the request of the Directors of Malagasy Minerals Minimum Subscription and the Offer, respectively. This
Limited and its controlled entities herein referred to as the includes an amount of $110,272 already recognised
Company, for inclusion in a Prospectus dated on or about 23 in the Historical Financial Information for the period
May 2008 relating to the issue of up to 50,000,000 ordinary ended 31 December 2007, which will be reclassified
shares at an issue price of 20 cents per share to raise $10m from ‘Other Current Assets’ to ‘Issued Capital’ upon
before capital raising costs (the Offer). The Offer is not the Company obtaining listing on the ASX.
underwritten.
− Adjusted for the following significant transactions which
This Report covers the Historical Financial Information and have taken place since 31 December 2007:
Proforma Financial Information set out in Appendix 1 of the
On 4 April 2007, the Company, Madagascar
Prospectus. Where necessary, amounts in this Report have
Resources NL, Jules LeClezio, Guy LeClezio, Peter
been translated from Euros( ) into Australian Dollars ($) using Woods and Graeme Boden executed a Share
an exchange rate of 1 = $1.70. Sale Agreement in relation to the acquisition by
the Company of 100% of the issued capital of
Expressions defined in the Prospectus have the same meaning Mada-Aust Sarl, a company incorporated in the
in this report. Republic of Madagascar. The following purchase
consideration is payable by the Company to
6.2 Scope Madagascar Resources NL:
We have been requested to prepare an Independent The issue and allotment of 10,000,000 fully
Accountant’s Report covering the following financial paid preference shares on execution of the
information: Share Sale Agreement, which was 4 April
2007. These preference shares convert into
• Historical Financial Information comprising the an equivalent number of fully paid ordinary
Consolidated Historical Balance Sheet as at 30 June shares upon the Company achieving ASX
2007 and the Consolidated Historical Income Statement, listing.
Consolidated Historical Statement of Changes in Equity
and the Consolidated Historical Cash Flow Statement for Payment of $750,000 cash upon the
the period ended 30 June 2007 as set out in Appendix 1 Company listing on the ASX. The remaining
of this report; consideration of $1.45m is payable out of
70% of the net royalty receipts due to the
• Historical Financial Information comprising the Company (via its 100% interest in Mada-Aust
Consolidated Historical Balance Sheet as at 31 December Sarl) under three existing Labradorite royalty
2007 and the Consolidated Historical Income Statement, agreements with the following companies
Consolidated Historical Statement of Changes in Equity incorporated in the Republic of Madagascar:
and the Consolidated Historical Cash Flow Statement for
the period 1 July 2007 to 31 December 2007 as set out in • Euromad Miniere Sarl;
Appendix 1 of this report; and
• Magrama SA; and
• Proforma Financial Information comprising the
• Sqny International Sarl.
Consolidated Proforma Balance Sheet as at 31 December
2007 which assumes completion of the following As the payment of the $1.45m to
contemplated transactions as at that date as set out in Madagascar Resources NL is contingent
Appendix 1 of this report: upon the sufficiency of the Labradorite
royalty stream, which is unable to be reliably
− The issue of 40,000,000 shares at an issue price of 20
estimated at this point in time, it has been
cents per share to raise the Minimum Subscription of
excluded from the Pro-forma Financial
$8m and the issue of 50,000,000 shares at an issue
Information.
price of 20 cents per share to raise $10m under the
Offer.
On 6 August 2007, the Company executed a The Historical Financial Information has been extracted
Memorandum of Understanding (MOU) with the from the audited and reviewed records of the Company for
Bureau de Recherches Géologiques et Minières the period ended 30 June 2007 and 31 December 2007
(BRGM) in relation to the acquisition of BRGM’s respectively, which was audited and reviewed (respectively) by
business and in relation to the entering of a the WHK Horwath Perth Audit Partnership and on which an
long-term lease agreement covering certain unqualified audit and review opinion (respectively) was issued.
BRGM commercial real estate properties in the
The Directors have prepared and are responsible for the
Republic of Madagascar for a period of 99 years
Historical and Proforma Financial Information. We disclaim
with a 99 year option. On 13 December 2007,
any responsibility for any reliance on this Report or the
the Company formally executed the Share Sale
financial information to which it relates for any purposes other
Agreement and Long Term Lease, which gave
than that for which it was prepared. This Report should be
effect to the MOU. In accordance with the Share
read in conjunction with the full Prospectus.
Sale Agreement and Long-term Lease Agreement,
the 2,000,000 cash consideration payable by Review of Historical Financial Information
the Company is allocated as follows: property,
plant & equipment ( 400,000), intangibles ( We have conducted a review of the Historical Financial
100,000) and the long-term lease ( 1,500,000). Information in order to state whether on the basis of the
These amounts are payable to BRGM as follows: procedures described, anything has come to our attention
that would cause us to believe that the Historical Financial
100,000 ($170,000) on execution of Information is not presented fairly in accordance with the
the Share Sale Agreement and Long Term measurement and recognition principles (but not all of the
Lease. This amount is already included in the disclosure requirements) of prescribed Accounting Standards
reviewed financial information for the period and other mandatory professional reporting requirements in
1 July 2007 to 31 December 2007. Australia and accounting policies adopted by the Company, as
disclosed in Appendix 1 of this Report.
100,000 ($170,000) payable in two Our review has been conducted in accordance with Australian
instalments of 50,000 each on 15 April Accounting Standards applicable to review engagements and
2008 and 30 June 2008. has been limited to the reading of relevant Board minutes,
inquiries of management personnel, analytical procedures
925,000 ($1.57m) upon the Company applied to the financial data and certain limited verification
listing on the Australian Securities Exchange procedures. The procedures do not provide all the evidence
Limited (ASX) on or before 31 July 2008. that would be required in an audit, thus the level of assurance
provided is less than that given in an audit. We have not
490,000 ($833,000) payable by 31 performed an audit and accordingly we do not express an
December 2008 and 385,000 ($654,500) audit opinion on the Historical Financial Information.
payable by 31 March 2009.
Review of Proforma Financial Information
The payment of 46,515 ($79,075) in stamp duty
and taxes with respect to the BRGM transaction at We have conducted a review of the Proforma Financial
the date of the Company achieving ASX listing. Information in order to state whether on the basis of the
procedures described, anything has come to our attention
The payment of VAT in relation to the Share Sale that would cause us to believe that the Proforma Financial
Agreement ( 100,000 = $170,000 payable on Information has not been prepared in accordance with the
ASX listing and expected to be recovered within 12 basis of preparation set out in Appendix 1 of this Report and
months) and the Long-term Lease Agreement is not in accordance with the measurement and recognition
principles (but not all of the disclosure requirements) of
( 300,000 = $510,000 of which $255,000 is
prescribed Accounting Standards and other mandatory
payable on ASX listing and the balance payable by
professional reporting requirements in Australia and
equal instalments on 31 December 2008 and 31
accounting policies adopted by the Company, as disclosed in
March 2009. These amounts are not expected to
Appendix 1 of this Report.
be recovered within 12 months).
Audited Reviewed
22 September 2006 1 July 2007
to to
6
30 June 2007 31 December 2007
$ $
Revenue 221,010
154,975
Employee Benefits expense (13,806)
(18,133)
Depreciation expense (18,273)
(948)
Impairment of Assets (3,948)
-
Finance costs (8,819)
(3,280)
Administration costs (264,714)
(215,327)
Exploration expenditure (6,603)
(3,185)
Tenement Holding costs (49,813)
(99,037)
Share-based payments (100,000)
-
Loss before income tax expense (244,966)
(184,935)
Income tax expense (2,638)
-
Net Loss attributable to members of the parent entity (247,604) (184,935)
Proforma Proforma
Notes
30 June
2007
31 December
2007
Subscription
2007 2007 6
$ $ $ $
Current Assets
Cash and Cash Equivalents Note 3(a) 747,785 453,473 5,247,169 7,147,169
Trade and Other Receivables Note 3(b) 95,877 102,474 272,474 272,474
Other Current Assets Note 3(c) 80,529 133,665 23,393 23,393
Total Current Assets 924,191 689,612 5,543,036 7,443,036
Non-Current Assets
Property, Plant & Equipment Note 3(d) 41,956 252,497 3,381,373 3,381,373
Intangible Assets Note 3(e) - - 180,200 180,200
Receivables Note 3(f) - - 510,000 510,000
Deferred Exploration and
Note 3(g) 345,148 340,404 1,090,404 1,090,404
Evaluation
Total Non-Current Assets 387,104 592,901 5,161,977 5,161,977
TOTAL ASSETS 1,311,295 1,282,513 10,705,013 12,605,013
Current Liabilities
Trade and Other Payables Note 3(h) 257,048 259,376 1,219,876 1,219,876
Short-term Provisions 1,362 1,362 1,362 1,362
Total Current Liabilities 258,410 260,738 1,221,238 1,221,238
Non-Current Liabilities
Other Payables Note 3(i) - - 782,000 782,000
Total Non-Current Liabilities - - 782,000 782,000
Audited Reviewed
22 September 2006 1 July 2007
to to
30 June 2007 31 December 2007
6 $ $
Exploration, evaluation and development expenditure Derivative instruments are measured at fair value.
incurred is either written off as incurred or accumulated Gains and losses arising from changes in fair value
in respect of each identifiable area of interest. are taken to the income statement unless they are
Tenement acquisition costs are initially capitalised. designated as hedges.
Costs are only carried forward to the extent that they
are expected to be recouped through the successful Fair value
development of the area, sale of the respective areas
of interest or where activities in the area have not Fair value is determined based on current bid process
yet reached a stage, which permits a reasonable for all quoted investments. Valuation techniques are
assessment of the existence of economically applied to determine the fair value for all unlisted
recoverable reserves. securities, including recent arms length transactions,
reference to similar instruments and option pricing
Accumulated costs in relation to an abandoned area models.
are written off in full against profit in the year in which
the decision to abandon the area is made. Impairment
When production commences, the accumulated costs At each reporting date, the economic entity assesses
for the relevant area of interest are amortised over the whether there is objective evidence that a financial
life of the area according to the rate of depletion of the instrument has been impaired. In the case of
economically recoverable reserves. available-for sale financial instruments, a prolonged
decline in the value of the instrument is considered to
A regular review is undertaken of each area of interest determine whether impairment has arisen. Impairment
to determine the appropriateness of continuing to carry losses are recognised in the income statement.
forward costs in relation to that area of interest.
f. Impairment of Assets
Restoration, rehabilitation and environmental costs
necessitated by exploration and evaluation activities At each reporting date, the economic entity reviews the
are expensed as incurred and treated as exploration carrying values of its tangible and intangible assets to
and evaluation expenditure. determine whether there is any indication that those
assets have been impaired. If such an indication
exists, the recoverable amount of the assets, being
e. Financial Instruments the higher of the asset’s fair value less costs to sell
and value in use, is compared to the asset’s carrying
Recognition value. Any excess of the asset’s carrying value over
the recoverable amount is expensed to the income
Financial instruments are initially measured at cost statement.
on trade date, which includes transaction costs, when
the related contractual rights or obligations exist. Impairment testing is performed annually for goodwill
Subsequent to initial recognition these instruments are and intangible assets with indefinite lives.
measured as set out below.
6
annual leave which will be settled after one year,
income statement and the balance sheet.
have been measured at the amounts expected to
be paid when the liability is settled, plus related on
h. Foreign Currency Transactions and Balances costs. Other employee benefits payable later than one
year have been measured at the present value of the
Functional and presentation currency estimated future cash outflows to be made for those
benefits.
The functional currency of each entity within the
economic entity is measured using the currency of the
primary economic environment in which that entity j. Provisions
operates. The consolidated financial statements are Provisions are recognised when the economic entity
presented in Australian dollars which is the parent has a legal or constructive obligation, as a result of
entity’s functional and presentation currency. past events, for which it is probable that an outflow of
economic benefits will result and that outflow can be
Transactions and balances
reliably measured.
Foreign currency transactions are translated into
functional currency using the exchange rates prevailing k. Cash and cash equivalents
at the date of the transaction. Foreign currency
monetary items are translated at the year-end Cash and cash equivalents includes cash on hand,
exchange rate. Non-monetary items measured at deposits held at call with banks, other short-term highly
historical cost continue to be carried at the exchange liquid investments with original maturities of three
rate at the date of the transaction. Non-monetary months or less.
items measured at fair value are reported at the
exchange rate at the date when fair values were l. Revenue
determined.
Revenue from the sale of goods is recognised upon the
Exchange differences arising on the translation delivery of goods to customers.
of monetary items are recognised in the income
statement, except where deferred in equity as a Interest revenue is recognised on a proportional basis
qualifying cash flow or net investment hedge. taking into account the interest rates applicable to the
financial assets.
Exchange differences arising on the translation of non-
monetary items are recognised directly in equity to the Revenue from the rendering of a service is recognised
extent that the gain or loss is directly recognised in upon the delivery of the service to the customers.
equity, otherwise the exchange difference is recognised
in the income statement. All revenue is stated net of the amount of goods and
services tax (GST).
Group Companies
The financial results and position of foreign operations m. Goods and services tax (GST)
whose functional currency is different from the Group’s
presentation currency are translated as follows: Revenues, expenses and assets are recognised net of
the amount of GST, except where the amount of GST
• assets and liabilities are translated at year-end incurred is not recoverable from the Australian Tax
exchange rates prevailing at that reporting date; Office. In these circumstances the GST is recognised
as part of the cost of acquisition of the asset or as part
• income and expenses are translated at average of an item of the expense. Receivables and payables
exchange rates for the period; and in the Balance Sheet are shown inclusive of GST.
• retained earnings are translated at the exchange Cash flows are presented in the cash flow statement
rate prevailing at the date of the transaction. on a gross basis, except for the GST component of
investing and financing activities, which are disclosed
Exchange differences arising on translation of foreign as operating cash flows.
operations are transferred directly to the economic
entity’s foreign currency translation reserve in the
balance sheet. These differences are recognised in the
p. Intangibles
Acquired identifiable intangible assets in relation
to client lists are initially recorded at cost and are
amortised over the period over which future economic
benefits embodied in the asset are expected to be
derived.
Saint Denis Holdings SARL 100% BRGM Commercial Land Holding: Office & Residential
*Managing Director, Mr Steven Goertz holds a 10% interest on trust for Malagasy Minerals Limited.
Proforma Proforma
Minimum $10m
Subscription Offer
2007 2007
$ $
a) Reconciliation of adjustments to Cash
Proforma Proforma
Minimum $10m
Subscription Offer
2007 2007
$ $
e) Reconciliation of Intangible Assets
VAT payable on Long-Term Lease Agreement with BRGM on 31 December 2008 127,500 127,500
Proforma Current Trade & Other Payables as at 31 December 2007 1,219,876 1,219,876
Minimum $10m
Subscription Offer
2007 2007
Number Number
7 7
08 May 2008
Directors of
Malagasy Minerals Ltd (MML)
Unit 7, 11 Colin Grove
West Perth
Western Australia, 6005
7 (i) Mada-Aust Sarl o Nine (9) suares from Permit R n° 3432 granted
on 18 June 2001 to Mada-Aust Sarl and valid
Mada-Aust owns seventy six (76) mining permits, until 17 June 2011.
composed of sixty two seven (67) research permits (PR),
nine (9) exploitation permits (PE).
• Region: Maniry/Toliara, Madagascar.
Further details of Mada-Aust’s tenements are contained
• Mineral substances: “Labradorite”. Mada-Aust
in the schedule.
reserves the right to explore and exploit minerals
substances other than Labradorite;
(ii) Mazoto Minerals Sarl
• Duration: 10 years (which will expire on 21
According to documents we examined and information November 2015), and is renewable for a new
we got from MML and BCMM, we conclude that, period of 10 years, but cannot exceed the
Mazoto Minerals holds thirty eight (38) mining titles validity period of the mining title.
composed of seventeen (17) research permits (PR) and • Licence fees: 30 Euros plus VAT per tonne of
has filed twenty one (21) applications for conversion of Labradorite extracted, with a minimum monthly
AERP into research permits (PR). fee of 4.250 Euros plus VAT.
According to the documents we examined and
information we got from BCMM, the PR applications According to the certificate dated 17 September 2007
have been validly made. Until obtention of the PR, all delivered by BCMM, the sublease agreement with Magrama
AERP converted into PR are valid. was duly registered at BCMM on 12 June 2006.
(b) Joint owners of the tenements (ii) Sublease agreement signed on 3 November
2006 with SQNY International Sarl, a
Based on documents provided to us, Mada-Aust has limited liability company with a share capital of
concluded the following sublease agreements 10.000.000 Ar, having its registered office at Cité
des 67 ha Nord Est, Madagascar registered at the
(i) Sublease agreement signed on 19 November commercial court registry under 2005B00395,
2001 with Magrama SA, a corporate company statistical number 14101200510178 and tax
registered under the law of Madagascar identification number 8661813.
having a registered share capital of Ariary (‘Ar’)
1.700.000.000, having its registered office at Terms and conditions of the sublease agreement
Lot VO8 ter Manakambahiny, Antananarivo, are detailed as follow:
Madagascar registered at the commercial court
register under 2004B00262, statistical number (A) Number of squares: 7 squares
522 842 and tax identification number
105 001 771. (B) Identification of the Permits and squares:
Exploitation Permits n° 25093, 25094 and
Terms and conditions of the sublease agreement 25095 and Exploration Permit n° 3432:
are detailed as follows:
- One (1) square from Exploitation Permit
• Number of squares: 21 squares. n° 25093 granted on 18 June 2001 to
Mada-Aust Sarl and valid until 17 June
• Identification of the Permit and squares: 2041;
According to information we received, the - One (1) square from Exploitation Permit
permits subject of sublease to Magrama are n° 25094 granted on 18 June 2001 to
Exploitation permit n° 19932 and n° 19933 Mada-Aust Sarl and valid until 17 June
and Exploration permits n° 25605 – 25606 and 2041;
3432:
- Three (3) squares from Exploitation
o Seven (7) squares from Permit E n° 19932 Permit n° 25095 granted on 18 June
granted on 10 March 2001 to Mada-Aust Sarl 2001 to Mada-Aust Sarl and valid until
and valid until 9 March 2046. 17 June 2041;
Pursuant to the Mining Code, prior to any partially included within sensible zone: PE 5394
prospecting and exploitation activity within the - PR 3432 - 25605 – 13827 – 16750 – 18915 –
perimeters, a permit holder is required to obtain 18916 and 21062;
prior approval of the environmental commitment
fully included within sensible zone: PR 12834
plan (plan d’engagement environnemental or
– 17388 – 21059 – 28185 – 28186 – 28198
PEE) for prospecting activities (PR) and of the
– 28199 – 28200 – 28433 – 28434 – 28435
environmental impact study (Etude d’impact
– 28436 – 28437 – 28438 – 28439 – 28440
environmental or EIE) for exploitation activities.
– 28441 – 28442 – 28443 – 28444 – 28445
In addition, all permit holders must take – 28446 – 28447 – 28448 – 28449 – 29082 –
the necessary action in order to protect the 29085 and 29757.
environment and to restore any damage caused
Furthermore, none of the mining titles held by
by their activities. Indeed, pursuant to article 102
Mada-Aust Sarl and Mazoto Minerals Sarl lies
of the Mining Code, holders of tenements must
within protected zone or is likely to be declared to
constitute allowances for the rehabilitation and
be within a protected zone.
protection of the environment.
Pursuant to the Order 4355 of 13 May 1997, (e) Restriction on accessing the land the subject
when a perimeter overlies a zone presenting of the mining titles.
a sensitivity or fragility with regards to human
activity, such perimeter is declared by the Mining
(i) Relationship with the landowner
Authority as Sensible Zone.
Pursuant to Order 12032 of 6 November 2000, a According to articles 125 and 126 of the Mining
prior approval for environmental impact study (EIE) Code, the holder of a permit has to inform the
is required in order to conduct any prospecting concerned landowners of its right to occupy
mining activity within sensible zone. portions of land required for its project, whether or
not covered by the permit.
The government can also decide that a perimeter
is unavailable for any mining activity. Such areas The permit holder must make necessary enquiries
mainly National park, natural resources reserve in order to identify the landowner the subject of
are called protected zone. Pursuant to article 104 the mining titles, especially at the Fokontany
of the mining law, no mining operation can be and if it is not successful at the Communes.
carried on within a Protected zone . In addition, When the owner of the land is identified, the
no mining activity is authorized within an area parties must convene their respective rights and
of eighty (80) meters from the delimitation of the obligations under a lease agreement. In case
7
Ni, Cu, Au, Cr,
Ampanihy - Co, Fe, Mn,
13811 MDA PR NA 14/03/2005 13/03/2015 10 18,750 911
Maniry Pt, Pd, Rh, Ag,
Zn.
Ni, Cu, Au, Cr,
Ampanihy -
13812 MDA PR NA 14/03/2005 13/03/2015 10 Co, Fe, Mn, Pt, 37,500 1 823
Maniry
Pd, Rh, Ag, Zn
7
28181 MDA PR 24/08/2007 26/10/2007 25/10/2012 5 Mananjary Reg. Fe, Mn, Pt, Pd, 50,000 1 215
Rh, Au, Ag, Zn
7
28429 MZT PR 13/09/2007 21/01/08 20/01/2013 5 Mananjary Reg. Fe, Mn, Pt, Pd, 18,750 456
Rh, Au, Ag, Zn
7 28448 MZT
AERP N/A 14/06/2007 02/11/2007
5 Mananjary Reg.
Ni, Cu, Co, Cr,
Fe, Mn, Pt, Pd, 6,250 152 1
PR 13/09/2007 NYG NYG Rh, Au, Ag, Zn
8
MRNL shall transfer all of its shares held in MDA to MML for
the consideration of 10,000,000 preference shares in MML If the 10,000,000 preference shares are to be cancelled then
which will convert to Shares on the Company being admitted MRNL and the Company agree to do all that is necessary to
to the Official List. procure the passing of any such shareholder resolutions that
maybe required for MML to cancel the preference shares for
After completion, the Company shall: no return of capital by way of selective reduction of capital.
(a) procure repayment of the loan to MRNL by applying
70% of any royalty (in Section 8.7) received by MDA. 8.2 Escrow Agreement
However, if the amount of the MDA royalties are
MRNL (as vendor) entered into an escrow agreement with the
insufficient to repay MRNL all of the outstanding loan
Company (as purchaser) and Blakiston & Crabb (as escrow
then MRNL shall have no further recourse against the
agent) dated 27 April 2007 and amended on 21 January
Company in respect of the loan; and
2008 and 20 March 2008 (“Escrow Agreement”).
(b) pay to MRNL $750,000 within 30 days of MML’s listing
on ASX and on payment of the outstanding amount The Escrow Agreement relates to the issue of shares in the
of the MRNL loan, pay to MRNL an amount equal to Company to MRNL as consideration for the transfer of MRNL’s
up to 70% of the royalty payments payable to MDA shares in MDA.
until the amount of $1,450,000 (net of the MRNL Under the Escrow Agreement, the parties appointed Blakiston
loan) has been repaid. However, if the amount of the & Crabb (a law firm), as escrow agent, to hold a signed
MDA royalties are insufficient to repay MRNL all of the transfer form assigning the MDA shares to the Company,
$1,450,000 then MRNL shall have no further recourse subject to completion of all of the purchaser’s obligations
against the Company in respect of that amount. required to be completed under the Share Sale Agreement.
The Share Sale Agreement contains a non-competition clause The transfer will be released to the Company if it is admitted
preventing the covenantors being involved in a business to the Official List by 31 July 2008 and has paid $750,000 to
relating to the conduct of mineral exploration and mining MRNL within 30 days of Official Listing. The transfer will be
activities for any minerals (except the mining and extraction of returned to MRNL if these conditions are not satisfied.
limestone and the provision of project management services
to third parties relating to the development of infrastructure).
The restraint area is Madagascar except an area comprising 8.3 Business Sale Agreement
a 75 kilometre radius from the centre of the town of Toliara,
Mining Services, a wholly owned subsidiary of MML, has
Madagascar. The restraint does not apply to tenements held
entered into a sales agreement with BRGM dated 13
by MRNL at the time of executing the Share Sale Agreement.
December 2007 as amended on 14 March 2008 (“Business
The Share Sale Agreement includes standard warranties Sale Agreement”) to purchase BRGM’s drilling business
not inconsistent with an agreement of this kind, including and geotechnical assay laboratory business in Antananarivo,
warranties regarding the assets and liabilities of MDA and the Madagascar (“Business”). MML has guaranteed the
standing of the Tenements. performance of Mining Services’ obligations under the
Business Sale Agreement.
The maximum liability of MRNL is $2,200,000. To make a
claim the aggregate of any claim must exceed $100,000. The purchase price for the Business is 500,000 Euros
The Company must notify MRNL of any claim within 12 (excluding taxes) comprising 25,000 Euros payable on
months from the completion and the Company is required to execution of the Business Sale Agreement, 12,500 Euros
prosecute any claim within 24 months thereafter. payable by 15 April 2008, 12,500 Euros payable by 30 June
2008, 325,000 Euros payable by 31 July 2008, 115,000
If the Company has not been admitted to the Official List by Euros payable by 31 December 2008 and 10,000 Euros
31 July 2008 (or such later date that is mutually agreed) then payable by 31 March 2009 (“Purchase Price”).
the following shall apply:
The Purchase Price includes 100,000 Euros for intangible
(a) within 10 business days the Company must sell and property such as clientele, 200,000 Euros for materials and
MRNL must buy all of the Company’s MDA’s shares; commercial furniture and 200,000 Euros for existing stock.
(b) consideration will be the cancellation of the The Business includes the clientele of the Business, commercial
10,000,000 preference shares and MRNL’s forgiveness furniture and materials, certain materials and equipment
of the cash consideration of $2,200,000 (including the described in the Business Sale Agreement, utilities and
amounts of the loan owing from MDA to MRNL) or any structures and installations.
BRGM declares that there are no legal or contractual The Consultancy Agreement requires Hendry Consulting to
obstacles or restrictions in relation to either the free leasing procure Mr Goertz to provide the consultancy services on its
and occupation of the premises or to the conclusion of the behalf.
Long Term Lease and the Land and the real immovable
The Consultancy Agreement may be terminated by either
property is not encumbered.
party giving 3 months written notice to the other party. There
BRGM guarantees to St Denis peaceful enjoyment of the Land. is also provision for the Company to summarily terminate the
Consultancy Agreement where:
BRGM shall not, during the term of the Long Term Lease,
sell, dispose of or lease the Land or subject it to any (a) Hendry Consulting or Mr Goertz wilfully breaches the
encumbrances. A breach of this clause entitles St Denis to Consultancy Agreement, grossly or wilfully disobeys
claim damages. the reasonable instructions of the Company, does
not comply with Hendry Consulting’s duties under
If the Conditions Precedent are not satisfied by 31 July 2008 the Consultancy Agreement or Company policies,
the Long Term Lease will terminate and both parties shall grossly or wilfully engages in misconduct, dishonesty,
return to the position they would have been in had the Long insubordination or neglect, engages in conduct which
Term Lease had not been entered into, except BRGM is entitled in the reasonable opinion of the Company might tend
to keep St Denis’ 150,000 Euro deposit as compensation. to injure the reputation of the Company’s business or
is bankrupt or suspends payment or compounds with
BRGM shall assign any existing leases in respect of the Land to or assigns its or his estate for the benefit of its or his
St Denis from and including the Effective Date. creditors.
If the laws in Madagascar change to allow St Denis to (b) Mr Goertz becomes of unsound mind, bankrupt (or
purchase the Land then BRGM shall transfer ownership of the enters into an arrangement with creditors) or ceases to
Land to St Denis without any additional consideration being be a director of Hendry Consulting or the Company.
payable.
The consultancy fee payable to Hendry Consulting comprises
If St Denis, the Company or a subsidiary controlled by the an annual fee of $165,000 payable monthly, a fully serviced
Company decides to transfer the Land to a third party within motor vehicle, 2,000,000 options exercisable at $0.20 and
5 years from 13 December 2007, then BRGM shall be paid expiring on the fifth anniversary of the commencement date
an amount equal to half of the net gain received from the sale of the Consultancy Agreement of which 1,000,000 options
(less the value of any buildings constructed on the Land by St are granted 18 months after the commencement date and
Denis or the Company). 1,000,000 options are granted on the third anniversary of
the Consultancy Agreement, subject to obtaining shareholder
approval.
8.6 Consulting Agreement – (a) provide advice, arrange and facilitate the Company’s
initial public offer and listing on ASX and any subsequent
8
Midas and Le Clezio capital raisings for 12 months after the Company is listed
on ASX;
The Company entered into a consultancy agreement with
(b) provide general corporate advice to the Company
Midas Consulting, on or about 6 April 2007 under which the
including advice relating to the Company’s initial public
Company engaged Midas Consulting, through Mr Jules Le
offer, post Offer marketing services and general advice on
Clezio, to provide managerial services for a 3 year period
the Company’s strategy.
from the date of execution of the consultancy agreement.
Element Capital will be paid:
The consulting services are to be provided for a minimum of
8 days a month. (c) a management fee of 2% of any capital raisings (excluding
seed capital raisings) up to and including 12 months after
Remuneration for the consulting services is $600 per day and
the Company is listed on ASX;
the issue to Midas Consulting of 5,000,000 preference shares
in the Company. The 5,000,000 preference shares convert to (d) a success fee of 4% of any capital raisings up to and
Shares on Official Listing. including 12 months after the Company is listed on ASX.
Element Capital can elect to have any of the success fees
If, and only if, the Company is advised that it will be admitted
earned by third parties paid directly to third parties;
to the Official List, the Toronto Stock Exchange or the
alternative investment market of London Stock Exchange plc, (e) a monthly retainer of $10,000 from the date the Company
Midas Consulting will be paid a monthly retainer of $5,000 is listed on ASX for a period of 12 months, totaling a
payable monthly in arrears. The consultancy fees for each minimum of $120,000. No retainer is payable if Element
month will be set off against the retainer for that month until Capital does not successfully complete the Minimum
they total $5,000. Subscription.
Midas Consulting is required to provide operational assistance (f) Reasonable out of pocket expenses provided that such
in Madagascar. expenses in excess of $1,000 will not be incurred without
the Company’s prior approval.
If a party breaches the consultancy agreement then the non-
defaulting party may give a default notice to the defaulting The above fees do not include GST.
party requiring the breach to be remedied within 21 days. If
the breach is not remedied then the non-defaulting party may The Company indemnifies Element Capital and its directors,
terminate the consultancy agreement by notice in writing. employees, officers and agents and each of its related bodies
corporate against any direct or indirect loss arising out of or in
Midas shall maintain its own insurance throughout the term of connection with this agreement.
the consultancy agreement.
Either party may terminate the agreement with 3 months
Midas has agreed to indemnify the Company for any taxes written notice to the other party. If the agreement is terminated
arising in relation to the payment of any money from the by the Company then the Company must pay to Element
Company to Midas and for any negligent act of Midas. Capital the balance of any retainer and any fees or expenses
that have accrued.
8.7 Royalty Agreements – MDA If the agreement is terminated by Element Capital then the
Company’s obligation to pay the retainer ceases immediately
Refer to section 7.2(b) of the Tenement Report in Section 7 of upon termination. The Company is still liable to pay
the Prospectus. any management fees, success fees or expenses prior to
termination.
MML has adopted comprehensive systems of control and The role of the nomination committee is to effectively examine
accountability as the basis for the administration of corporate the selection and appointment practices of the Company.
governance. The Board is committed to administering the The nomination committee regularly reviews the size and
policies and procedures with openness and integrity, pursuing composition of the Board and makes recommendations to
the true spirit of corporate governance commensurate with the Board on any appropriate changes. The nomination
the Company’s needs. To the extent they are applicable; the committee identifies and assesses necessary and desirable
Company has adopted the Corporate Governance Principles Director competences with a view to enhancing the Board.
and Recommendations (“Recommendations”) as published by
9 ASX Corporate Governance Council. The nomination committee also regularly reviews the time
required from non executive directors and whether non
A summary of the Company’s corporate governance practices executive Directors are meeting that requirement. The
is set out below. nomination committee is responsible for developing a process
for evaluation of the performance of the Board, Board
committees (if any), and when deemed appropriate by the
Summary of Board Charter
Chair, individual Board members.
The role of the Board is to provide leadership for and
supervision of the Company’s senior management. The Board Initial director appointments are made by the Board. A
provides the strategic direction of the Company and regularly new Director will be required to stand for election at the
measures the progression by senior management of that Company’s next general meeting.
strategic direction. The Board is responsible for promoting the
success of the Company through its oversight role. The Board Summary of Remuneration Committee Charter
also reviews the Company’s policies on risk oversight and
The function of the remuneration committee is to review
management, internal compliance and control, its Code of
and make appropriate recommendations on remuneration
Conduct (as defined below), and legal compliance. There are
packages of executive directors, non executive Directors
mechanisms in place so that the Board can satisfying itself that
and senior executives. The remuneration committee is also
senior management has developed and implemented a sound
responsible for reviewing any employee incentive and equity-
system of risk management and internal control in relation to
based plans including the appropriateness of performance
financial reporting risk and material business risk. The Board
hurdles and total payments proposed.
monitors and reviews senior management’s performance and
implementation of strategy.
Summary of Remuneration Policy
The Board delegates to senior management the responsibility
of the day-to-day activities in fulfilling the Board’s Emoluments of Directors and senior executives are set by
responsibility. The Board has adopted a Board charter which reference to payments made by other companies of similar
sets out quantitative and qualitative materiality thresholds. size and industry, and by reference to the skills and experience
of the Directors and executives.
The Board Charter describes the division of responsibilities
between the Chair, the lead independent director (if any) and The Company’s policy is to remunerate non executive
the Managing Director. Directors at market rates (for comparable companies)
for time, commitment and responsibilities. Fees for non-
The role of non executive and independent directors is also set executive Directors are not linked to the performance of the
out in the Board Charter. Company. Given the Company is a junior explorer and the
financial restrictions placed on it, the Company may consider
Summary of Audit Committee Charter it appropriate to issue unlisted Options to non executive
directors, subject to obtaining the relevant approvals.
The role of the audit committee is to monitor and review the
integrity of the financial reporting of the Company and to Executive pay and reward consists of a base salary and
review significant financial reporting judgments. The audit performance incentives. Long term performance incentives
committee is also to review the Company’s internal financial may include Options granted at the discretion of the Board
control system and risk management systems and to monitor, and subject to obtaining the relevant approvals.
review and oversee the external audit function.
Executives are prohibited from entering into transactions or
The audit committee has the power to conduct or authorize arrangements which limit the economic risk of participating in
investigations into any matters within the audit committee’s unvested entitlements.
scope of responsibilities. The audit committee has the
authority, as it deems necessary or appropriate, to retain Summary of Code of Conduct
independent legal, accounting or other advisors.
The Company has adopted a code of conduct, which sets out
The audit committee also assesses whether external reporting the principles and standards which the Board, management
is consistent with audit committee members’ information and employees of the Company are encouraged to strive
and knowledge and is adequate for shareholder needs and towards when dealing with each other, Shareholders and the
assesses the management processes supporting external broad community (“Code of Conduct”).
reporting.
All Directors are required to consider the number and nature Summary Shareholder Communication
of their directorships and calls on their time from other
Strategy
commitments.
The Board aims to ensure that Shareholders are informed
Shareholders shall be informed of the names and details of
of all major developments affecting the Company. All
candidates submitted for election as Directors, in order to
Shareholders receive the Company’s annual report. The
enable Shareholders to make an informed decision regarding
Company maintains a website on which the Company makes
the election.
certain information available on a regular basis.
Principle 2
Recommendation 2.4: The Board should establish a
nomination committee.
Notification of departure:
There is no separate nomination committee.
Principle 4
Recommendations 4.1 & 4.2: The Board should establish
an audit committee and structure it in accordance with
Recommendation 4.2.
Notification of departure:
A separate audit committee has not been formed
and therefore is not structured in accordance with the
compositional recommendation.
The Board anticipates that the value of the Company’s There is no certainty that all future revenues can
exploration and mining interests are most likely to be be repatriated. Further, any material changes in
derived from the Madagascar operations (although it taxation legislation in relation to the returning of
If a tenement is not granted or renewed, the Company As part of it’s business strategy, the Company may
may suffer significant damage through loss of the make acquisitions of, or significant investments in,
opportunity to develop and discover mineral deposits companies, products, technologies or resource
on that tenement. projects. Any such future transactions would be
accompanied by the risks commonly encountered
in making acquisitions of companies, products,
(f) Reliance on Key Personnel
technologies or resource projects.
The Company is reliant on a number of key employees,
including the Directors of the Company. The loss (j) Joint Venture Parties, Contractors and
of one or more of its key personnel could have an Contractual Disputes
adverse impact on the business of the Company.
The Directors are unable to predict the risk of:
It may be difficult for the Company to attract and retain
suitably qualified and experienced people, given the (i) financial failure or default by a participant in any
current high demand in the industry and relatively small joint venture to which the Company is, or may
size of the Company, compared with other industry become, a party;
participants.
(ii) insolvency or other managerial failure by any
of the operators and contractors used by the
(g) Commodity Prices Company in its exploration activities; or
Commodity prices fluctuate and are affected by (iii) insolvency or other managerial failure by any of
numerous factors beyond the control of the Company. the other service providers used by the Company
These factors include world demand for base metals, or its operators for any activity.
oil and gas, forward selling by producers and
production cost levels.
10.2 Mineral Industry Risks
Moreover, commodity prices are also affected by
macroeconomic factors such as expectations regarding (a) Exploration, Development, Mining,
inflation, interest rates and global and regional Processing and Operating Risks
demand for, and supply of, the commodity as well as
general global economic conditions. These factors By its nature, the business of mineral exploration and/
may have an adverse affect on the Company’s or production, which the Directors intend the Company
exploration activities, as well as on its ability to fund to undertake, contains risks. Prosperity depends
those activities and the price of the Company’s listed on the successful exploration and/or acquisition of
securities. recoverable and economic deposits, design and
construction of efficient processing facilities, competent
operation and proficient marketing of the product.
10
the Company has received no indication or instruction may be in a better position to compete for future
that rehabilitation of these areas is required. The business opportunities. Many of the Company’s
enforcement of any environmental regulation could competitors not only explore for and produce minerals,
lead to increased costs for the Company which in but also carry out refining operations and produce
turn could adversely affect the Company’s financial other products on a worldwide basis. There can be no
performance and available cash reserves. assurance that the Company can compete effectively
with these companies.
10.4 General Risks
10.5 Investment Speculative
(a) Investment in Shares
The above risk factors ought not to be taken as
Applicants should be aware that there are risks exhaustive of the risks faced by the Company or by
associated with any investment in securities. The prices investors in the Company. The above factors, and
at which the Shares offered under this Prospectus trade others not specifically referred to above, may in the
may be above or below the Offer price, and may future materially affect the financial performance of the
fluctuate in response to a number of factors. Company and the value of the Shares offered under
this Prospectus.
Further, the stock market, and in particular the market
for mining and exploration companies, has experienced Therefore, the Shares to issued pursuant to the
extreme price and volume fluctuations that has often Prospectus carry no guarantee with respect to the
been unrelated or disproportionate to the operating payment of dividends, returns of capital or the market
performance of such companies. There can be no value of those Shares.
guarantee that these trading prices will be sustained.
These factors may materially affect the market price of Potential investors should consider that the
the Shares, regardless of the Company’s operational investment in the Company is speculative and
performance. should consult their professional advisor before
deciding whether to apply for Shares.
(b) Share Market Conditions
The market price of the Shares may fall as well as
rise and may be subject to varied and unpredictable
influences on the market for equities in general and
resource stocks in particular. Neither the Company
nor the Directors warrant the future performance of
the Company or any return on an investment in the
Company.
(c) Dividends
(i) Officers’ Indemnity
The Directors may pay to Shareholders any interim
and final dividends as, in the Directors’ judgement, To the full extent permitted by the law and to the extent
the financial position of the Company justifies. The not covered by insurance, the Company must indemnify
Directors may fix the amount, the record date for each officer of the Company against all losses and
determining eligibility and the method of payment. liabilities incurred by the person as an officer of the
All dividends must be paid to the Shareholders in Company, including costs and expenses incurred in
proportion to the number and the amount paid on the defending proceedings in which judgement is given in
Shares held. favour of the person or in which the person is acquitted
or in connection with relief granted to the person in an
(d) Transfer of Shares application under the Corporations Act 2001 in respect
to such proceedings.
Generally, all Shares in the Company are freely
transferable subject to the procedural requirements
of the Constitution, and to the provisions of the (j) Alteration to the Constitution
Corporations Act, the Listing Rules and the ASTC The Constitution can only be amended by a special
Operating Rules. The Directors may decline to register resolution passed by at least 75% of Shareholders
an instrument of transfer received where the transfer present and voting at a general meeting. At least 28
is not in registrable form or where refusal is permitted days’ notice of the intention to propose the special
under the Listing Rules or the ASTC Operating Rules. If resolution must be given.
the Directors decline to register a transfer the Company
must give reasons for the refusal. The Directors
must decline to register a transfer when required by (k) ASX Listing Rules Prevail
the Corporations Act, the Listing Rules or the ASTC
Operating Rules. To the extent that there are any inconsistencies between
the Constitution and the Listing Rules, the Listing Rules
prevail.
(e) Variation of Rights
The Company may only modify or vary the rights
attaching to any Shares with the prior approval by
Madagascar Resources NL (“MRNL”) holds 10,000,000 Preference Shares in MML which will revert to fully paid ordinary shares upon listing;
(1)
Mr G.F. Le Clezio & Dr P.J. Woods are also Directors & Shareholders of MRNL
(2)
It is proposed that these Options be issued upon the successful listing of MML on the ASX. Any grant of Options will be subject to
Shareholder approval following successful listing on the ASX
2,000,000 Options will be granted to Hendry Consulting Sarl, a company of which Mr Goertz is a sole director and shareholder, as fees
(3)
Shareholder approval.
Directors are not required to hold any Shares in the Company successful completion of the Offer and listing of the Company
under the Constitution of the Company. on the ASX.
(b) Directors Participation in Offer Except as disclosed in this Prospectus, no Director holds, or
during the last two years has held, any interest in:
Nothing in this Prospectus will be taken to preclude Directors,
officers, employees or advisors of MML from applying for (i) the formation or promotion of the Company;
Shares on the same terms and conditions as offered pursuant
to this Prospectus. (ii) property acquired or proposed to be acquired by
the Company in connection with its formation or
(c) Remuneration of Directors promotion; or
The Constitution provides that the Company may remunerate (iii) the Offer,
the Directors. The remuneration shall, subject to any
resolution of a general meeting, be fixed by the Directors. and no amounts of any kind (whether in cash, Shares or
otherwise) have been paid or agreed to be paid to any
The Constitution of the Company provides that Non-Executive Director to induce him to become or to qualify as a Director
Directors may collectively be paid as remuneration for their or otherwise for services rendered by him or her in connection
services a fixed sum not exceeding the aggregate maximum of with the formation or promotion of the Company or the Offer.
$200,000 per annum which has been set by the Company in
general meeting. It is currently resolved that all Directors will There were no transactions with Directors since incorporation
each receive fees of $20,000 per annum. other than those set out in this Section 12.6 and other Sections
of this Prospectus.
A Director may be paid fees or other amounts as the Directors
determine, where a Director performs duties or provides (d) Other Interests
services outside the scope of their normal Director’s duties. A
Director may also be reimbursed for out of pocket expenses i. Mr Steven Goertz is employed by the Company through
incurred as a result of their directorship or any special duties. a consultancy agreement with his company Hendry
Consulting (refer Material Contracts section item 8.5)
Mr Steven Geortz is presently paid a retainer of $5,000
per month plus GST through his consultancy company ii. Mr Guy Le Clezio and Dr Peter Woods are Directors
until completion of the Offer, and has been paid a total of of MRNL which has entered into the Share Sale
$60,000 as at the date of the Prospectus. Agreement with MML. MML has paid a total of
approximately $300,000 in reduction of a loan from
It is intended that Mr Max Cozijn be paid remuneration of MRNL and for working capital in accordance with the
$50,000 per annum plus 9% Superannuation for his services Share Sale Agreement (refer Material Contracts section
as Finance Director and Company Secretary following the item 8.1)
12.9 Interests of promoters, in Section 5 of this Prospectus. The Company will pay
approximately $60,000 to RSG Global Pty Ltd for these
experts and advisors services.
(b) property acquired or proposed to be acquired by the FidAfrica Madagascar have prepared the Tenement Report
Company in connection with its formation or promotion in Section 7 of this Prospectus. The Company will pay
or the Offer; or approximately $40,000 to FidAfrica for these services.
(c) the Offer, Security Transfer Registrars Pty Ltd has been appointed to
conduct the Company’s share registry functions and to
and no amounts of any kind (whether in cash, Shares or
provide administrative services in respect to the processing
otherwise) have been paid or agreed to be paid to a promoter
of Applications received pursuant to this Prospectus, and will
or any person named in this Prospectus as performing
be paid for these services on standard industry terms and
a function in a professional, advisory or other capacity
conditions.
in connection with the preparation or distribution of the
Prospectus for services rendered by that person in connection Element Capital has been engaged as Lead Manager to the
with the formation or promotion of the Company or the Offer. Offer and will receive a management fee of 2% of the Offer
(and any other capital raisings for 12 months after listing), a
Jules Le Clezio has provided consulting services to the
success fee of 4% of the Offer (and any other capital raisings
Company. In the past two years the Company has paid
for 12 months after listing) and a monthly retainer of $10,000
approximately $36,000 and intends to grant Mr Le Clezio or
for a period of 12 months after Official Listing.
his nominee 1,000,000 Options on the successful completion
of this offer and listing of the Company on the ASX. The amounts disclosed above are exclusive of any amount of
goods and services tax payable by the Company in respect of
Hardy Bowen Lawyers act as solicitors to the Company and
those amounts.
in that capacity have been involved in providing legal advice
to the Company in relation to the Offer. The Company will
pay approximately $40,000 to Hardy Bowen Lawyers for 12.10 Consents
these services. Hardy Bowen Lawyers have provided general
legal advice in relation to the various tenement acquisition Each of the parties referred to in this Section:
agreements and have or will be paid $10,000 for these
services. (a) has not made any statement in this Prospectus or any
statement on which a statement in this Prospectus is
RSG Global Pty Ltd / Coffey Mining International have based, other than specified below;
prepared the Independent Geologist’s Report included
(c) has given and has not, before the date of this (d) has not outsourced or caused to be issued the
Prospectus, with ASIC, withdrawn its written consent: Prospectus or the making of this Offer.
12.11 Restricted Securities should be read in its entirety. If you have any questions about
its contents or investing in the Company you should contact
ASX may classify certain existing Shares on issue in the your stockbroker, accountant or other financial adviser.
Company (as apposed to those to be issued under this
Prospectus) as being subject to the restricted securities
provisions of the Listing Rules. If so classified, such Shares
12.13 Commission to Brokers
would be required to be held in escrow for a period The Company will pay fees in accordance with details in
determined by ASX and would not be able to be sold, Section 8.8 to Element Capital and Stockbrokers and member
mortgaged, pledged, assigned or transferred for that period organisation of ASX and other parties and accepted by the
without the prior approval of ASX. Company. The Company may also issue up to 5,000,000
unlisted options to any party or parties assisting the Offer.
12.12 Distribution of Prospectus These options will be exercisable at 20 cents per share and
will expire 5 years after the date of issue and maybe subject to
The Prospectus has been prepared by the Company. In ASX Escrow provisions.
preparing the Prospectus, the Company has taken reasonable
steps to ensure that the information in the Prospectus is not
false or misleading. In doing so, the Company has had regard
12.14 Documents Available for
to the prospectus requirements of the Corporations Act. Inspection
Prospective investors should read the full text of the Prospectus Copies of the following documents are available for inspection
as the information contained in individual sections is not during normal office hours free of charge at the registered
intended to and does not provide a comprehensive review office of MML at Unit 7, 11 Colin Grove, West Perth WA 6005
of the business and financial affairs of the Company nor the for a period of not less than 12 months from the date of this
securities offered pursuant to the Prospectus. Prospectus:
No person is authorised to give any information in relation (1) Directors consents for the lodgement of this Prospectus;
to or to make any representation in connection with the
Offer described in the Prospectus that is not contained in the (2) The Constitution; and
Prospectus. Any such information or representation may not
be relied upon as having been authorised by the Company in (3) Consents referred to in Section 12.10.
connection with the Offer.
This Prospectus is signed for and on behalf of Malagasy Minerals Limited by:
Max Cozijn
Chairman
13 Dated 23 May 2008
14
the Shares offered under this Prospectus are allotted. Hendry Consulting Hendry Consulting, a company registered
in Mauritius of which Mr Steven Goertz is a sole director and sole
Ampanihy Project The Company’s Ampanihy project as described in shareholder.
Section 3.3.
Indicative Timetable Means the indicative timetable of the Offer in
Anjeba Project The Company’s Anjeba project as described in the introduction to this Prospectus.
Section 3.4.
Investigating Accountant WHK Horwath Perth Audit Partnership
Application Form(s) or Form(s) The application form attached to this
Prospectus for this Offer. Investigating Accountant’s Report The report prepared by the
Investigating Accountant that appears in Section 6.
Applicant A person who submits an Application Form.
Independent Geologist RSG Global Pty Ltd.
Application A valid application for Shares made on an Application
Form. Independent Geologist Report The report prepared by the
Independent Geologist that appears in Section 5.
Application Monies Application monies received by the Company for
an Application. Jubilee Platinum A company, Jubilee Platinum PLC, trading on the
Alternative Investment Market of the London Stock Exchange
ASIC Australian Securities and Investments Commission.
Land The land defined in Section 8.4.
ASTC ASX Settlement and Transfer Corporations Pty Ltd ACN 008 504
532. Listing Rules The official listing rules of ASX and any other rules of
ASX which are applicable while any Shares are admitted to the Official
ASTC Operating Rules Operating rules of ASTC, except to the extent List of ASX, each as amended or replaced from time to time, except to
of any relief given by ASTC. the extent of any express written waiver by ASX.
ASX ASX Limited ACN 008 624 691 and where the context permits, Long Term Lease The long term lease defined in Section 8.4.
the Australian Securities Exchange operated by ASX Limited.
Majunga Project The Company’s Majunga project as described in
Bekisopa Project The Company’s Bekisopa project as described in Section 3.4.
Section 3.4.
Mananjary Regional Project The Company’s Mananjary regional
Board The board of Directors. project as described in Section 3.3.
BRGM The French-based geoscientific group, Bureau de Recherches MDA Mada-Aust SARL, a wholly-owned subsidiary of the Company
Géologiques et Minières. registered in Madagascar.
Business Day A day on which ASX is open for trading. Miary Project The Company’s Miary project as described in Section
3.4.
Business Sale Agreement The business sale agreement defined in
Section 8.3. Midas Consulting Sarl A company registered in Mauritius of which
Mr Jules Le Clezio is sole director and sole shareholder.
Business The business defined in Section 8.3.
Minimum Subscription The minimum subscription defined in Section
CHESS Clearing House Electronic Subregistry System. 2.6.
Closing Date The date specified as the closing date in the Indicative Mining Services Mining Services Sarl a wholly owned subsidiary of
Timetable of the Offer. MML registered in Madagascar.
Conditions Precedent The conditions precedent under the Business MML (or Company) Malagasy Minerals Ltd ABN 84 121 700 105.
Sale Agreement as defined in Section 8.3(m) or the Long Term Lease
as defined in Section 8.4(e) (as the case maybe). MRNL Madagascar Resources NL (ABN 58 061 622 011).
Constitution The current constitution of the Company. Noritic A type of igneous rock (norite) comprising feldspar, pyroxene
and olivine.
Consultancy Agreement The consultancy agreement defined in
Section 8.5. Offer The Offer in Section 2.1.
Corporations Act Corporations Act 2001 (Cth). Offer Period The period from the Opening Date up to and including
the Closing Date.
Directors The directors of the Company.
Official List The official list of ASX.
Effective Date The effective date defined in Section 8.3(d).
Securities A Share or Option issued or granted (as the case may be)
by the Company.
Share Registry Security Transfer Registrars Pty Ltd (ABN 95 008 894
488).
Suburb/town State/postcode
F Contact details
Contact name Daytime telephone number
( )
Contact email address
Drawer Cheque number BSB number Account number Total amount of cheque
I Return of the Application Form with your cheque for the Application monies will constitute your offer to subscribe for Shares in the
Company. I/We declare that:
(a) this Application is completed according to the declaration/appropriate statements on the reverse of this form and
agree to be bound by the Constitution of the Company; and
(b) I/we have received personally a copy of the Prospectus accompanying the Application Form, before applying for
Shares.
No signature is required.
You should read the Prospectus dated 23 May 2008 carefully before completing this Application Form. The Corporations Act 2001
(Cth) prohibits any person from passing on this Application Form (whether in paper or electronic form) unless it is attached to or
accompanies a complete and unaltered copy of the Prospectus and any relevant supplementary prospectus (whether in paper or
electronic form).
guide to Malagasy Minerals Limited application form
This Application Form relates to the Offer of up to 50,000,000 Shares in Malagasy Minerals Limited at $0.20 per Share pursuant to the
Prospectus dated 23 May 2008. The expiry date of the Prospectus is the date which is 13 months after the date of the Prospectus. The
Prospectus contains information about investing in the Shares of the Company and it is advisable to read this document before applying
for Shares. A person who gives another person access to this Application Form must at the same time and by the same means give the
other person access to the Prospectus, and any supplementary prospectus (if applicable). While the Prospectus is current, the Company
will send paper copies of the Prospectus, and any supplementary prospectus (if applicable), and an Application Form, on request and
without charge.
Please complete all relevant sections of the Application Form using BLOCK LETTERS. These instructions are cross referenced to each section of the
Application Form. Further particulars and the correct forms of registrable titles to use on the Application Form are contained below.
Application Forms must be received no later than 5.00 pm WST time on the Closing Date.
Malagasy Minerals Limited
ACN 121 700 105
Share Registrars use only
APPLICATION FORM
Please read all instructions on reverse of this form
Suburb/town State/postcode
F Contact details
Contact name Daytime telephone number
( )
Contact email address
Drawer Cheque number BSB number Account number Total amount of cheque
I Return of the Application Form with your cheque for the Application monies will constitute your offer to subscribe for Shares in the
Company. I/We declare that:
(a) this Application is completed according to the declaration/appropriate statements on the reverse of this form and
agree to be bound by the Constitution of the Company; and
(b) I/we have received personally a copy of the Prospectus accompanying the Application Form, before applying for
Shares.
No signature is required.
You should read the Prospectus dated 23 May 2008 carefully before completing this Application Form. The Corporations Act 2001
(Cth) prohibits any person from passing on this Application Form (whether in paper or electronic form) unless it is attached to or
accompanies a complete and unaltered copy of the Prospectus and any relevant supplementary prospectus (whether in paper or
electronic form).
guide to Malagasy Minerals Limited application form
This Application Form relates to the Offer of up to 50,000,000 Shares in Malagasy Minerals Limited at $0.20 per Share pursuant to the
Prospectus dated 23 May 2008. The expiry date of the Prospectus is the date which is 13 months after the date of the Prospectus. The
Prospectus contains information about investing in the Shares of the Company and it is advisable to read this document before applying
for Shares. A person who gives another person access to this Application Form must at the same time and by the same means give the
other person access to the Prospectus, and any supplementary prospectus (if applicable). While the Prospectus is current, the Company
will send paper copies of the Prospectus, and any supplementary prospectus (if applicable), and an Application Form, on request and
without charge.
Please complete all relevant sections of the Application Form using BLOCK LETTERS. These instructions are cross referenced to each section of the
Application Form. Further particulars and the correct forms of registrable titles to use on the Application Form are contained below.
Application Forms must be received no later than 5.00 pm WST time on the Closing Date.
Malagasy Minerals Limited
ACN 121 700 105
Share Registrars use only
APPLICATION FORM
Please read all instructions on reverse of this form
Suburb/town State/postcode
F Contact details
Contact name Daytime telephone number
( )
Contact email address
Drawer Cheque number BSB number Account number Total amount of cheque
I Return of the Application Form with your cheque for the Application monies will constitute your offer to subscribe for Shares in the
Company. I/We declare that:
(a) this Application is completed according to the declaration/appropriate statements on the reverse of this form and
agree to be bound by the Constitution of the Company; and
(b) I/we have received personally a copy of the Prospectus accompanying the Application Form, before applying for
Shares.
No signature is required.
You should read the Prospectus dated 23 May 2008 carefully before completing this Application Form. The Corporations Act 2001
(Cth) prohibits any person from passing on this Application Form (whether in paper or electronic form) unless it is attached to or
accompanies a complete and unaltered copy of the Prospectus and any relevant supplementary prospectus (whether in paper or
electronic form).
guide to Malagasy Minerals Limited application form
This Application Form relates to the Offer of up to 50,000,000 Shares in Malagasy Minerals Limited at $0.20 per Share pursuant to the
Prospectus dated 23 May 2008. The expiry date of the Prospectus is the date which is 13 months after the date of the Prospectus. The
Prospectus contains information about investing in the Shares of the Company and it is advisable to read this document before applying
for Shares. A person who gives another person access to this Application Form must at the same time and by the same means give the
other person access to the Prospectus, and any supplementary prospectus (if applicable). While the Prospectus is current, the Company
will send paper copies of the Prospectus, and any supplementary prospectus (if applicable), and an Application Form, on request and
without charge.
Please complete all relevant sections of the Application Form using BLOCK LETTERS. These instructions are cross referenced to each section of the
Application Form. Further particulars and the correct forms of registrable titles to use on the Application Form are contained below.
Application Forms must be received no later than 5.00 pm WST time on the Closing Date.
MALAGASY MINERALS LIMITED
ABN 84 121 700 105
PROSPECTUS
3
Tel +61 8 9463 6656
T
Fax +61 8 9463 6657
R A F
Web www.malagasyminerals.com
Lead Manager to the issue: Element Capital Pty Ltd
Important Information:
D
This is an important document that you should read in its entirety. If you do not understand it, you should consult your
professional adviser without delay. The shares offered by this Prospectus should be considered speculative.
Refer to section 10 for detail relating to investment risks.