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EPIC / TIDM GRIT. GRIT Overview. UK based Investment Trust specialising in the small-cap Natural Resource Sector . Listed on the premium segment of the Main Market of the London Stock Exchange
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GRIT Overview UK based Investment Trust specialising in the small-cap Natural Resource Sector • Listed on the premium segment of the Main Market of the London Stock Exchange • Aims to generate medium and long-term capital growth through investing in a diverse pool of listed companies active in the global natural resources sector • Led and managed by an established and experienced team with prior success in this industry • Opportunity to invest at a discount to the assets • Spreads risk across a diverse portfolio by commodity and geography
Investment Proposal • GRIT has been formed to exploit the opportunities arisingin the natural resources sector. • Many development stage companies with good resources have no cash to support their projects and no income. • Small and mid-cap resources stocks are: • under pressure and under performing • trading at a periodical and cyclical low valuation point • Investment trust with C: £40M of net assets which can exploit these opportunities and provide capital growth by offering : • Fresh capital • Active shareholder support • Where necessary an aggressive activist approach to re-rate existing and potential resource assets and drive consolidation. • In many cases, GRIT is a significant shareholder in its portfolio companies. • Portfolio offers diversification by commodity and geography
Investment Policy & Process The Investment Manager’s initial screening process for potential new investments can be summarised as “The 3P’s” – People, Project, Pricing • PEOPLE - who are they, experience, past track record • PROJECT- potential size and scale, stage of development, ownership, jurisdiction, location in relationship to suitable infrastructure • PRICING - market capitalisation (actual and relative to peer group), cash position and annual “burn” rate, ability to finance potential capital expenditure
Investment Manager: RDP Fund Management LLP Led by an experienced team with proven success David Hutchins David has 30 years’ experience as a resources analyst and fund manager. His career began with the Melbourne Stock Exchange in 1979 and he subsequently became an executive director of M&G Investment Management in London. He headed the International Desk at M&G Investment Management from 1995, where he was concurrently responsible for M&G’s investments in the precious metals and commodities sector globally. He later became involved in Fund Management with Yorkton and AWI Administration Services. He was a founding director of Resources Investment Trust plc at its launch in January 2002. David was also a founding partner of www.minesite.com, a resource industry specific news related website and conference business, and is a member of the FTSE gold mines index committee. Kjeld Thygesen Kjeld is a graduate of the University of Natal in South Africa and has 35 years experience as a resources analyst and fund manager. He joined African Selection Trust in 1970, researching and managing a portfolio of South African mining companies. In 1972 he joined James Capel and Co. in London in 1972 as part of their highly rated gold and mining research team, and subsequently became manager of N M Rothschild & Sons’ commodities and Natural Resources Department in 1979. In 1987 he became an executive director of N M Rothschild International Asset Management Limited, before co-founding Lion Resource Management Limited, a specialist investment manager in the mining and natural resources sector, in 1989. Kjeld was director of Ivanhoe Mines Ltd 2001-2011 and served as Investment Director for Resources Investment Trust PLC from 2002 – 2006.
Resources Investment Trust plc Resources Investment Trust (below) was launched at £1 and the listing was cancelled voluntarily in 2008 with the stock trading above £3. Shareholders redeemed in cash throughout 2007-2008 via tender offers and dividends. • The Investment Team previously launched Resources Investment Trust Plc in 2002 • GRIT is an exact comparison • GRIT and Resources Investment Trust Plc both authorised investment trusts • A similar stage in cycle and valuations
Investment Advisory Panel Further support from an experienced advisory panel • Merfyn Roberts Merfyn Roberts has been a fund manager and investment advisor for more than 25 years and has been closely associated with the mining industry. He is a graduate of Liverpool University (B.Sc., Geology) and Oxford University (M.Sc., Geochemistry) and a member of the Institute of Chartered Accountants in England and Wales. He is a director of a number of resource companies, including Agnico-Eagle Mines Ltd, Eastern Platinum Ltd and Rambler Metals & Mining Ltd. • Miles Thompson Miles Thompson is a geologist with 28 years of technical and managerial experience in the mining and natural resource industries globally. An experienced CEO and Chairman of small-cap listed mining companies he is a British citizen, fluent in Portuguese and Spanish and currently resident in Brazil.
Directors • Anthony St John (Chairman) Anthony St. John, is a hereditary member of the House of Lords specializing in African affairs, deregulation, financial services and information technology as a crossbencher. Anthony has a BSc from Cape Town University, a Bachelor of Law from the University of South Africa and Masters in Law from the London School of Economics. Previous positions held include acting as a consultant to Merrill Lynch International from 1991-2008. • Haruko Fukuda Ms.Haruko Fukuda OBE, MA , FSCI is a non-executive director of Investec plc and Aberdeen Asian Smaller Companies Investment Trust PLC. She also holds a position as a Member of the Council for the Institute for Fiscal Studies and is a Trustee for the Mitsubishi Trust Oxford Foundation. Ms. Fukuda has been involved in global economics and investment for over 40 years and has written published books on international trade policy. She was a partner with James Capel & Co, an international securities firm bought by HSBC, for 14 years and then spent 10 years as vice chairman and board member of Nikko Europe plc. Haruko has held many other noteworthy positions, including being a senior advisor to Lazard, director of AB Volvo and CEO and Board Director of the World Gold Council. • Simon Farrell Simon Farrell B.Com., MBA (Wharton) has worked in the mining industry throughout his career including executive positions at Hamersley Iron, Rio Tinto and Bond Corporation. Recently was a Managing Director of a Manganese Company operating out of the Pilbara in Western Australia before assisting in the development of various mining interests relating to Minproc. He was founding managing director of Coal of Africa and non-executive director of Kenmare Resources. • James Williams James Williams MA Oxon has worked throughout his career in the investment banking industry in London and the Far East including Directorships at ING Barings, ABN AMRO and global head of media at Commerzbank Securities and latterly he has been a principal in Saginaw Capital and a private Hong Kong Investment Company with extensive interests in the natural resources sector.
Summary of Major Holdings • Alhambra (£2.7m) These monies will allow the company to re-start the heap leach pads and to allow the company to build its gold production from mid-May up to 5000 ounces per year to provide a cash surplus from the pads. GRIT is secured over the 38,000 ounces in the pads. The gold resource in situ is 2.5m to 3m ounces and rising shaping up to be one of the larger gold resources in Kazakhstan. • Anglo African Minerals (£3m)The Company has signed an MOU with Samarium Fund for $40m to develop its first bauxite resource in Guinea. AAM is therefore funded to production in 2016 at 1 million tonnes per year with a cash flow surplus estimated to exceed $20m per year. In addition it has consolidated up to 5 billion tonnes of high grade bauxite in the centre of Guinea and now ranks amongst the top ten holders of bauxite on a global basis. • Arakan Resources (£5.4m ) The coal mine is in production in a small way and producing coal for the local power station. GRIT monies will increase production to 550,000 tonnes per annum in the next 12 – 15 months. Production will increase to 1.5 million tonnes per annum to be funded out of cashflow. The company operates a 50:50 joint venture with the Government and has an offtake agreement to take half of its production from Government sources. Budgets show no further funding will be required and that free cashflow to Arakan of $15m - $18m will be produced. This compares with a market capitalisation $16m. • Archer Petroleum (£0.8m) These monies invested in Archer Petroleum will provide the equity component for the purchase of the first unit to process the bituminous oil with the total cost of the plant is $3,000,000 usd and annual production capacity of 300,000 bbl/ year. The Unit netback with Differential is projects to be $22 a barrel providing a 5 month payback per unit and annual netback of $6,600,000. Following the commissioning of the first plant, further plants will be rolled out from cashflow. Archer is currently valued at $8.8m
Summary of Major Holdings • Mineral Mountain Resources(£1.1m) Funds will allow the drilling out of a high grade resource of one million ounces at a very rich grade of 7 to 8 grams per tonne with an ultimate potential of 3 – 5 million ounces at a similar grade. This adjoins the old Homestake mine one of the biggest producers of gold in the last century. • Siberian Goldfields (£2m) Funds will provide sufficient money to complete the Russian technical submission document and the bankable feasibility study. The company has been offered, subject to contract, funding to develop the 1 million tonne per annum iron ore circuit and the 75,000 ounce per annum gold circuit following the completion of the BFS. • TirexResources (£2.9m) The company is in a joint venture producing base metals in Albania as feed for the adjoining mill which has run out of product and revenue begins in the second quarter. The budget at 500 tonnes a day shows a surplus of $6m per annum rising to $24m per annum in month 24 against a current market capitalisation of $24m (the stock is 30 cents down from $4.10 with the majority of the financings completed at $2.75 per share!). The GRIT capital is to prove up additional resources predominantly copper and zinc with large gold credits over the coming year in the outlying areas. • Waterberg Coal (£2.3m) The company has an offtake agreement with Eskom for 4m tonnes out of its 10m tonne anticipated production. Standard Bank and Abu Dhabi Investment Authority have invested $35m and have a facility for in excess of $200m to bring the project into production.
GRIT Portfolio APPENDIX 1
Terms of the GRIT Convertible Loan Notes APPENDIX 2
Global Resources Investment TrustConvertible Notes • Instrument: Redeemable convertible unsecured loan stock with a negative pledge. • Financier: Investment Funds • Borrower: Global Resources Investment Trust PLC – • Amount: £5,000,000 • Value of Portfolio: £40,000,000 (“NAV”) • Initial Conversion Price: £1.00 • Conversion Price Reset: The Initial Conversion Price will be subject to the following re-set mechanism which occurs on the first and second anniversary of the Drawdown Date: • First Re-set Price: higher of (i) 15-day VWAP for GRIT shares prior to the first re-set date or (ii) the first re-set floor price of £0.75 / share. • Second Re-set Price: higher of (i) 15-day VWAP for GRIT shares prior to the second re-set date or (ii) the second re-set floor price of £0.50 / share. • For the avoidance of doubt, the Conversion Price can only be reset downwards. • Warrants: 5 year warrants attached on a one for one basis exercisable anytime after closing at £1.00. • Security: A negative pledge by the company not to incur any other borrowings. • Interest: 9% per annum • Payable: 30thJune and 31stDecember • Covenants: One year’s forward interest to be held in escrow • Period: 3 years
A sample of past transactions carried out by GlobalResources Investment Trust’s core management (2002 – 2012)
Investment Policy of Global Resources Investment Trust Appendix 3
Investment Policy and Process: The investment strategy for the Global Resources Investment Trust is based upon a “bottom-up”, stock specific approach, focused on individual stock selection. There will be no minimum market capitalisation restriction to any investment, although only 10% of the portfolio can be invested in unquoted companies. All unquoted investments will be subject to the approval of both the Investment Committee and the board. The Investment Manager will use both in-house expertise and external broker or industry-related research to help identify undervalued opportunities. Such undervaluation may occur because of management issues, pricing anomalies or political risk factors. The Investment Manager will also attempt to identify growth opportunities within the sector through the development of low cost reserves and the application of new technologies to convert marginal deposits. The portfolio will be focused on the small and mid-capitalisation natural resource stocks worldwide. In general, these stocks are under researched and do not attract the investment attention of the large international investment institutions. The portfolio will also include exposure to exploration stocks, which offer the greatest leverage to metal price movements and are consequently the most volatile stocks in the natural resource sector, reacting swiftly to both positive and negative news.
As the natural resource sector is a global industry there will be no formal geographic restrictions on where the portfolio will invest. While the majority of companies active in the sector are listed on the major markets of Australia, New Zealand, Canada, South Africa, USA, and the UK, their area of operations are likely to include emerging and developing countries. The Investment Manager has an extensive network of industry relationships established over many years in the investment business, which it will use in managing the portfolio. Meetings will be held with companies both in London and abroad, including attendance at mining conferences which are often held in a variety of the mineral producing countries. Site visits to developing projects will also be undertaken. The due diligence process into potential new investments will incorporate meetings with management, a technical assessment of the project, often in conjunction with an independent consulting geologist or engineer along with a financial evaluation of the target company and of the project itself. The Investment Manager’s initial screening process for potential new investments can be summarised as “The 3P’s” – People, Project, Pricing. PEOPLE - who are they, experience, past track record PROJECT - potential size and scale, stage of development, ownership, jurisdiction, location in relationship to suitable infrastructure PRICING - market capitalisation (actual and relative to peer group), cash position and annual “burn” rate, ability to finance potential capital expenditure
Following the screening process, successful companies will be subject to fundamental analysis. This can include: comparable company analysis, ratio analysis and discounted cash flow modelling. The fund managers will use this information, along with macro research, third party sources and the results of the due diligence, to reach a final decision. While the investment manager will exercise a fair amount of freedom in respect to stock picking, attention will be given to the portfolio’s exposure to both commodity classes and geopolitical areas. By maintaining a good mix of exposure to a variety of commodities (via investment in equities) in both developing and developed areas throughout the globe, Global Resources will act to decrease covariance within the portfolio, and hence reduce its unsystematic risk. The Investment Manager will manage the portfolio on a day to day basis, although the Investment Committee will be required to approve any potential investment in excess of 5% of the portfolio’s net asset value, or if an investment resulted in ownership of over 5% of a company. At the time an investment decision is made for any new investment, the Investment Manager will also establish a sell discipline for the investment, based on Investment Manager’s view of the expected investment return. The Investment Manager regards itself as a pro-active investor and has a strong belief that shareholders have an important role to play in encouraging a high level of corporate governance and best practice. Consequently, the Investment Manager is not averse to seeking board representation in some of the underlying investments if it is deemed necessary to help achieve its investment objective.
Disclaimer ….1 The Presentation (comprising these slides and the accompanying verbal presentation) (together the “Presentation”) is being supplied to you solely for your information. The Presentation has been prepared by, and is the sole responsibility of, Global Resources Investment Ltd (the “Company”). The directors of the Company have taken all reasonable care to ensure that the facts stated herein are true to the best of their knowledge, information and belief. The Presentation does not constitute, or form part of, an admission document, listing particulars, a prospectus or a circular relating to the Company, nor does it constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares in the Company nor shall it or any part of it, or the fact of its distribution, form the basis of, or be relied upon in connection with, or act as any inducement to enter into any contract therefor. Nothing herein constitutes investment advice. No reliance may be placed for any purpose whatsoever on the information contained in the Presentation or on its completeness, accuracy or fairness thereof, nor is any responsibility accepted by any person for any errors, misstatements in, or omission from, the Presentation or any direct or consequential loss however arising from any use of, or reliance on, the Presentation or otherwise in connection with it. However, nothing in this disclaimer shall be effective to exclude or limit any liability which, by law or regulation, cannot be excluded or limited. While the information in here has been prepared in good faith, neither the Company nor RDP Fund Management LLP (“RDP”) nor any of their respective shareholders, directors, officers, agents, employees or advisors give or have authority to give, any representations or warranties (express or implied) as to, or in relation to, the accuracy, reliability or completeness of the information in the Presentation, or any revision thereof, or of any other written or oral information made or to be made available to any interested party or its advisors (all such information being referred to as “Information”) and liability therefore is expressly disclaimed. Accordingly, neither the Company nor RDP nor any of their respective shareholders, directors, officers, agents, employees or advisors take any responsibility for, or will accept any liability whether direct or indirect, express or implied, contractual, tortuous, statutory or otherwise, in respect of, the accuracy or completeness of the Information or for any opinions contained herein or for any errors, omissions or misstatements or for any loss, howsoever arising, from the use of the Presentation. The Presentation may not be reproduced or redistributed, in whole or in part, to any other person, or published, in whole or in part, for any purpose without the prior consent of the Company. The contents of the Presentation are confidential and are subject to updating, completion, revision, further verification and amendment without notice.
Disclaimer ….2 The Presentation is only addressed to and directed at persons in member states of the European Economic Area who are (i) a “qualified investor” within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) (“Qualified Investor”) and (ii) an “eligible counterparty” within the meaning of Article 24 (2), (3) and (4) of Directive 2004/39/EC (“MiFID”) as MiFID is implemented into national law of the relevant EEA state (“Eligible Counterparty”). In addition, in the United Kingdom the Presentation is being distributed on request only to, and is directed only at, at Qualified Investors (i) falling within the following articles of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Financial Promotion Order”): Investment Professionals (as defined in Article 19(5)) and High Net Worth Companies, etc (as defined in Article 49(2)), and (ii) who are Eligible Counterparties or Regulated Professional Clients within the meaning given in COBS 3.6.1 & 3.5.2 of the FSA Handbook as at 1 March 2013 (such persons together being referred to as “Relevant Persons”). The Presentation has not been approved by an authorised person. Any investment to which the Presentation relates is available only to (and any investment activity to which it relates will be engaged only with) Relevant Persons. The Presentation is directed only at Relevant Persons and persons who are not Relevant Persons should not take any action based upon the Presentation and should not rely on it. It is a condition of you receiving the Presentation that you warrant to RDP that you are a Relevant Person. The information contained herein should not be copied or distributed by recipients and, in particular, should not be distributed by any means, including electronic transmission, to persons with addresses in the United States of America (or any of its territories or possessions) Canada, Australia, New Zealand, Japan, the Republic of South Africa or the Republic of Ireland or to any citizens, residents or nationals thereof, or to any corporation, partnership or other entity created or organised under the laws thereof or in any other country outside the United Kingdom where such distribution may lead to a breach of any law or regulatory requirement. Any such distribution could result in violation of the laws of such countries. No securities in the Company have been or are expected to be registered under the US Securities Act, or under the securities laws of any other jurisdiction, and are not being offered or sold within the United States or to, or for the account of benefit of, any US person, unless such offer or sale would qualify for an exemption from registration under the US Securities Act and any other applicable securities laws. The Presentation and documents referred to in it contain forward-looking statements. These statements relate to the future prospects, developments and business strategies of the Company. Forward-looking statements are identified by the use of such terms as “believe”, “could”, “envisage”, “estimate”, “potential”, “intend”, “may”, “plan”, “will” or the negative of those, variations or comparable expressions, including references to assumptions. The forward-looking statements contained in the Presentation are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. If one or more of these risks or uncertainties materialises, or if underlying assumptions prove incorrect, the Company’s actual results may vary materially from those expected, estimated or projected. Given these risks and uncertainties, potential investors should not place any reliance on forward-looking statements. These forward-looking statements speak only as at the date of the Presentation.