Chairman’s Address 2017
The year in review has been one that has seen great highs and lows for your Company, highlighted by the incredible job your Board and Management did in turning an $80m debt into a $38m cash balance over the final 7 months of operation of the Chatree Mine.
This has allowed us to stabilise the Company and develop a clear strategy:
- With respect to our corporate costs by continuing to make savings on expenses.
- Our approach to the risk versus the reward on our Political Risk Insurance claim and our claim under the Australia Thailand Free Trade Agreement.
- Our appointment of leading international law firm, Clifford Chance and Dr Andrew Bell S.C. to prosecute the Company’s interests under its PRI Policy and under TAFTA.
- Our continuation with our feasibility and exploration activities in Chile.
I’m proud of the relevant and diverse skills your Board possesses to successfully advance the critical issues which are now before it. Your Board has been working tirelessly to address a myriad of complex issues as they arise, and has been meeting on short notice at all hours of the day and night
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Kingsgate Consolidated Limited (ASX:KCN) (“Kingsgate” or the “Company”) advises that late yesterday it received a Notice from Metal Tiger PLC requisitioning a General Meeting of the Company for the purpose of removing Ross Smyth-Kirk, Sharon Skeggs and Peter Warren as directors of the Company (along with any additional director who might be appointed between now and the meeting), and electing Richard Warburton, David McNeilly, Terence Grammer, Mark Potter and Neville Bergin.
The meeting is required to be held within two months.
The current directors have extensive experience in Thailand and Chile and have been and continue to vigorously prosecute the interests of your Company. Neither Metal Tiger nor any of its nominees to the Board have articulated any alternative plans for the Company.
The Directors of Kingsgate will unanimously recommend that you vote against all resolutions proposed by Metal Tiger. Peter Alexander, who is not the subject of a spill resolution, advises that should Metal Tiger be successful in obtaining control of the Kingsgate board, he will resign as a Director.
Kingsgate Consolidated Limited
Update on Chatree Legal Proceedings
10 November 2017
On 13 October 2017, Kingsgate Consolidated Limited (ASX:KCN) (“Kingsgate” or the “Company”) announced that it would be commencing proceedings in the Supreme Court of New South Wales against Zurich Australia Insurance Limited and other named insurers under a US$200 million Political Risk Insurance Policy (the “PRI Claim”).
On 2 November 2017, the Company announced that it would commence international arbitration proceedings against the Kingdom of Thailand (“Thailand” or the “State”) under the Australia Thailand Free Trade Agreement (“TAFTA”) to recover substantial losses resulting from the unlawful expropriation of the Chatree Gold Mine in 2016, and other unlawful measures taken against the Company’s covered investments in Thailand (the “TAFTA Claim”).
Both sets of proceedings have now been commenced.
Kingsgate has established a highly experienced and effective legal team to prosecute both sets of proceedings, and will be closely managing the team to ensure the optimum outcome for shareholders.
The purpose of this release is to introduce you to the team, and to briefly describe the two claims and the processes to be followed in prosecuting each claim.
Commencement of arbitration against Thailand
Kingsgate Consolidated Limited (ASX:KCN) (“Kingsgate” or the “Company”) advises that, despite its best efforts to do so, it has been unable to achieve any settlement of its claim against the Kingdom of Thailand for the unlawful expropriation of the Chatree Gold Mine.
Accordingly, it will commence arbitration proceedings against the Kingdom of Thailand under the Australia-Thailand Free Trade Agreement in order to recover the substantial losses that it has suffered, and continues to suffer, as a result of the measures taken by the Thai Government.
It will do so without any further delay, and has appointed leading international law firm Clifford Chance to represent it, and Dr Andrew Bell S.C. as Senior Counsel on the matter.
Such proceedings could take an undetermined time to resolve, and could involve significant expenditure by Kingsgate. As with any legal proceedings, the outcome cannot be guaranteed. It should be noted however, that the commencement of arbitration still allows both parties to engage in dialogue to settle the matter on mutually agreeable terms, at any point in the proceedings.
The Board of Kingsgate considers that the Company has excellent prospects of successfully recovering very substantial damages against the Kingdom of Thailand, and will vigorously prosecute its claim.
Kingsgate Consolidated Limited
Quarterly Report for the period ending 30 September 2017
- Kingsgate has commenced proceedings in the New South Wales Supreme Court against Zurich Insurance Australia Ltd, and other named insurers, under a Political Risk Insurance Policy held by the Company when the Thai Government expropriated the Chatree Gold Mine in May 2016.
- The Political Risk Insurance Policy has a maximum liability of US$200 million.
- Kingsgate made a claim under the Policy which was denied, and while the outcome of the proceedings cannot be guaranteed, the Board considers that the terms of the Policy respond to the actions taken by the Thai Government against the Company in 2016.
- Kingsgate has appointed the leading international law firm Clifford Chance to represent it, and Dr. Andrew Bell S.C. as Senior Counsel on the matter.
- Kingsgate announced a Share Buy-Back Scheme of up to 10% of the Company’s shares, given the Board’s concern that the share price does not accurately reflect the value of the Company’s assets.
- The Share Buy-Back Scheme should increase the net asset backing per share, therefore providing a benefit to shareholders. Bell Potter Securities has been appointed to conduct the buy-back.
- Kingsgate continues to progress its 100%-owned Nueva Esperanza Gold-Silver Project in Chile, with work commencing on a seasonal exploration program as well as permitting and feasibility related activities.
- Following a number of encouraging drill intercepts earlier in calendar 2017, the principal focus of the spring exploration program will be to further unlock the excellent potential of the Cerro Blanco West exploration target. (See ASX:KCN “New Silver Discovery at Nueva Esperanza, Chile” dated 17 July 2017).
- The Environmental Impact Statement (“DIA”) for Nueva Esperanza was submitted to Chilean regulatory agencies in July 2017 and, at their request, this has now been upgraded to a more comprehensive Environmental Impact Assessment (“EIA”) to better outline measures to ameliorate the impact of noise and dust on flora and fauna in the project footprint.
- As the majority of the work for the EIA has already been completed, it is expected to be submitted in early 2018.
- After notifying the Thai Government, in April 2017, that Kingsgate would be seeking a range of remedies including compensation for the measures taken against the Chatree Gold Mine in violation of The Australia – Thailand Free Trade Agreement (“TAFTA”), the Company has had meetings with the Thai Government on 27 June and 16 August 2017. (Noting however, that the consultations period which is the first step required under a TAFTA claim expired on 27 July 2017).
- While the dialogue continues in good faith, if at any point in the future Kingsgate considers that a mutual outcome is not able to be reached, Kingsgate has reserved its rights under TAFTA and is free to commence international arbitral proceedings.
- Cash at 30 September 2017 totaled A$15.8 million.
- CCorporate debt at 30 September 2017 remains at zero.
Condolences – King Bhumibol Adulyadej of Thailand
It is with great sadness that King Bhumibol Adulyadej of Thailand (Also known as King Bhumibol the Great, and King Rama IX as the ninth monarch of the Chakri Dynasty) passed away at the age of 88, on 13 October 2016, after a long illness. A year-long period of mourning was subsequently announced, and a Royal Cremation Ceremony will take place over a period of five days at the end of October 2017. The cremation will be held at the public square, Sanam Luang, on 26 October 2017.
Following cremation the King’s ashes will be taken to the Grand Palace and will be enshrined at one of the palace’s Buddhist temples. The late King Bhumibol is remembered as a good friend of Australia and will be greatly missed. The coronation of Thailand’s new King Maha Vajiralongkorn (King Rama X) is likely to take place at the end of this year, and both Kingsgate and Akara Resources wish him a long and peaceful reign.
Kingsgate Consolidated Limited