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1 ASX Announcement 19 December 2014 BOARD OF DIRECTORS Paul Murphy (Non-Executive Chairman) Bryan Dixon (Managing Director) Alan Thom (Executive Director) Greg Miles (Non-Executive Director) ASX CODE BLK CORPORATE INFORMATION 143.6M Ordinary Shares 18.3M Unlisted Options ABN: PRINCIPAL AND REGISTERED OFFICE Blackham Resources Ltd L2, 38 Richardson Street West Perth WA 6005 POSTAL ADDRESS PO Box 1412 West Perth WA E: P: F: Matilda Development Update Blackham Resources Ltd ("Blackham or the Company") (ASX: BLK) is pleased to provide a project status update for the Matilda Gold Project. Blackham has been focused on increasing shareholder value through targeted exploration and whole of project studies to maximise potential return by being margin focused through strategic capital expenditure and operating cost minimisation. Geology In conjunction with exploration and extension drilling of known resources, confidence of current resources for conversion to reserves has improved. Currently 72% of the resources contained in open pit designs and optimisations are in the Measured and Indicated category of resource confidence. This level of resource definition will allow for quick conversion of resources once the engineering parameters are finalised for the prefeasibility study (PFS). The Matilda Gold Project s 3.3 for 4.4Moz gold resources are now to JORC 2012 standard (see Table 2) which are all within a 20km radius of the Wiluna Gold Plant (WGP Plant).. At least 3.8 for 2.0Moz are in the Indicated Resource category. The upgrading to JORC 2012 was a necessary pre-requisite for completion of the Pre-Feasibility Study. Metallurgy After securing the WGP Plant in March, the Matilda Mine prefeasibility metallurgical test work has been applied to optimising the milling capability of the WGP plant. The planned processing route will be crush, grind, gravity then CIL. The free milling ore is to be initially processed through both Mill 1 and Mill 2 for an average throughput of 1.3Mtpa. Studies indicate that metallurgical recoveries from the Matilda Mine will be in the order of 92%. Galaxy metallurgical test work indicates very good average gravity and leach recoveries of 98%. Limited further test work will be required for Williamson due to over 660,000 tonnes of ore having historically been processed through the Mill 1 circuit. This will assist in narrowing down and minimising the final PFS test work. 1

2 Mining Engineering and Associated Studies Considerable work has been undertaken on mining parameters for optimisations and designs for the key resource areas of the Matilda Gold Project. The initial Matilda Mine Scoping Study formed the framework to approach contractors and other service providers to develop a new cost structure for inclusion in the current work programme. Mining engineering work is moving into prefeasibility with initial designs completed on the main open pit mining centre at Matilda. Since acquiring the WGP Plant and infrastructure there has been significant interest in the project from contractors, fleet hire companies, equipment suppliers and service providers which allows the company to asses all possible options for operating the site to achieve the lowest possible capital and operating cost structure. Geotechnical reviews have been ongoing as the team has been obtaining input from past studies and assessments from consultants that were involved with the initial mining at Matilda and Williamson. Hydrological work will also leverage off past work with extensive studies completed at Williamson plus Matilda being previously assessed as part of an application for a ground water licence. Mining and processing reconciliations for both Matilda and Williamson are being analysed to ensure all available performance data is taken into account during the prefeasibility study. With initial designs completed, geotechnical and hydrological assessments can now be undertaken to ensure engineering confidence is at a prefeasibility level. Mining Inventory Of the open pit and underground mining studies completed to date the current Mining Inventory contains 4.9Mt and 454,000oz contained ounces to be processed over 3 years 10 months, or an average annual production of 1.3Mt and 119,000oz Contained Gold. Table 1: Matilda Mining Inventory Production Average Annual Yrs 1 to 4 Tonnes Milled t 1,300,000 4,987,000 Processed Grade Processed Ounces oz 119, ,000 Recovery % 90% 90% Recovered Ounces oz 106, ,000 The Mining studies to date have focused on Galaxy, Golden Age, Matilda, Williamson and Calvert deposits. The last 4 of these deposits have been mined previously and processed through the WGP plant. 49% of the Mining Inventory is at an Inferred Resource level. 72% of the open pit Mining Inventory is to an Indicated Resource confidence. Blackham notes that over 97% of the Inferred Resources in the Mineral Inventory are coming from deposits that have previous mining that gives further confidence as to the grade of these Inferred Resources. Generally there is a low level of geological confidence associated with Inferred mineral resources and there is no certainty that further exploration work will result in the determination of Indicated mineral resources or that the production target itself will be realized. Resources of a further 3.3 for 3.9Moz (46% of which is Indicated Resource) are sitting outside the above Mineral Inventory. Blackham is continuing to review its mining and processing studies with a view to bring further resources into the mine life prior to completion of the Feasibility. 2

3 Cash operating costs (AISC all in sustaining) are expected to be in the order of A$1,000 to A$1,100/oz. The mining contractor rates were last confirmed 18 months ago and these rates are expected to have come off significantly in that period due to cheaper equipment, salary and diesel costs. Blackham will obtain revised mining contractor quotes prior to completion of the Pre- Feasibility Study over the project. Care and Maintenance The care and maintenance team on site has been implementing a number of improvement programs and will be instrumental in investigating and facilitating assessments to ensure accuracy of costings and timelines for refurbishment. The team has significant past experience at operating and optimising the processing facilities at site and will be integral in ensuring studies can target areas from experience to improve the operating performance of the plant. Plant and Infrastructure Refurbishment Running in parallel to the metallurgy studies is the preparation work for the refurbishment of the free milling circuit. The initial mothballing of the refractory circuit means there is a significant reduction in plant to refurbish and maintain which has a material effect in reducing the initial cost structure of the processing facility. In addition to refurbishment it is currently envisaged a gravity circuit will also be included in the process to assist in increasing recoveries and further reduce operating costs. There has been considerable interest from engineering companies and associated entities able to assist with refurbishment reflecting the excess capacity in the market. The initial start-up capital to re-commission the Matilda Gold Project is estimated at $24.6 million. These funds are planned to be spent in the four months following development decision. The project is cash flow positive within 5 months of development decision. The initial capital of $24.6M represents the maximum cash deficiency prior to the project being cash flow positive. The initial capital includes $15.7M for refurbishment of the plant, tailings dam extensions and power station refurbishment which has been estimated by independent consultants and contractors. The refurbishment of the plant assumes an EPCM contractor is appointed to manage this process. The Company has also had initial discussions with power contractors interested in owning the power station and selling the project power over the fence. Mining and working capital of $8.9 million is also needed to commission the project. With the robust economics and quick payback period at current gold prices Blackham is confident the bulk of the plant and infrastructure refurbishment costs can be financed out of debt. Approvals The Department of Environment and Regulation (DER) has transferred the Environmental Protection Act 1986 licence to Matilda Operations Pty Ltd, a 100% owned subsidiary of Blackham Resources Limited. The licence primarily allows for the processing of ore, mine dewatering extraction and discharge plus other activities required for the operation of the site. The Department of Water (DoW) has transferred all the licences required for extraction of water for use in processing of ore and dewatering for mining purposes to Matilda Operations Pty Ltd. With most the approvals for the operation of the Wiluna plant now in place and current notices of intent to mine over Matilda and Williamson, there are only limited approvals required to commence operations. 3

4 Financing Blackham continues to progress its 4.4Moz Matilda Gold Project towards production. Management are confident the operations can be restarted in late 2015 subject to financing. Blackham continues to focus on the development of the Matilda Gold Project. Discussions are ongoing with a number of potential funders that have expressed an interest in financing Matilda Gold Project through feasibility and into production. Blackham is considering all options with a view to maximising shareholder value. For further information on Blackham please contact: Bryan Dixon David Tasker/Tony Dawe Managing Director Professional Public Relations Blackham Resources Ltd Office: Office: Matilda Gold Project Resource Plan

5 Table 2. Matilda Gold Project Resource Summary Measured Indicated Inferred Total 100% Mining Centre Mt Koz Mt Koz Mt Koz Mt Koz M Matilda Mine Williamson Mine Regent Galaxy Golden Age East Lode West Lode Calvert Henry 5 - Woodley - Bulletin Burgundy - Calais Happy Jack - Creek Shear Other Wiluna Deposits Total , , ,421 2 Competent Persons Statement The information contained in the report that relates to Exploration Targets and Exploration Results at the Matilda Gold Project is based on information compiled or reviewed by Mr Cain Fogarty, who is a full-time employee of the Company. Mr Fogarty is a Member of the stralian Institute of Geoscientists and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which is being undertaken to qualify as a Competent Persons as defined in the 2012 Edition of the stralasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Fogarty has given consent to the inclusion in the report of the matters based on this information in the form and context in which it appears. The information contained in the report that relates to Mineral Resources for the Galaxy, Golden Age and Wiluna deposits is based on information compiled or reviewed by Mr Marcus Osiejak, who is a full-time employee of the Company. Mr Osiejak, is a Member of the stralian Institute of Mining and Metallurgy and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which is being undertaken to qualify as a Competent Persons as defined in the 2012 Edition of the stralasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Osiejak has given consent to the inclusion in the report of the matters based on this information in the form and context in which it appears. With regard to the Matilda Mine, Williamson and Regent Resources, the Company is not aware of any new information or data, other than that disclosed in this report, that materially affects the information included in this report and that all material assumptions and parameters underpinning Mineral Resource Estimates as reported in the market announcements dated 20 th November 2014 and 23rd of January 2014 continue to apply and have not materially changed. Forward Looking Statements This announcement includes certain statements that may be deemed forward-looking statements. All statements that refer to any future production, resources or reserves, exploration results and events or production that Blackham Resources Ltd ( Blackham or the Company ) expects to occur are forward-looking statements. Although the Company believes that the expectations in those forward-looking statements are based upon reasonable assumptions, such statements are not a guarantee of future performance and actual results or developments may differ materially from the outcomes. This may be due to several factors, including market prices, exploration and exploitation success, and the continued availability of capital and financing, plus general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance, and actual results or performance may differ materially from those projected in the forward-looking statements. The Company does not assume any obligation to update or revise its forward-looking statements, whether as a result of new information, future events or otherwise. 5