WAKENBY LIMITED ACN 120 394 194 Suite 201, Level 2, 60 York Street Sydney NSW 2000 ...

44 Pages·2017·1.44 MB·English

WAKENBY LIMITED
ACN 120 394 194
Suite 201, Level 2, 60 York Street
Sydney NSW 2000
AUSTRALIA

8 November 2017
WAK Signs Share Purchase Deed to Acquire Roman Kings Ltd
The Board of Wakenby Limited (ASX: WAK) (Company or WAK) is pleased to advise that it
has entered into a conditional binding share purchase deed (SPD), pursuant to which it
will acquire 100% of the issued capital of the unlisted public company Roman Kings Ltd
(Roman Kings) (Proposed Acquisition). Roman Kings is an exploration company with
tenements located in Western Australia which are prospective for gold, other precious
metals, and base metals such as nickel, copper and cobalt.
Completion of the Proposed Acquisition is subject to a number of conditions. The Proposed
Acquisition requires WAK shareholder approval, therefore the Proposed Acquisition may
not proceed if that approval is not forthcoming.
WAK’s securities will remain suspended until WAK has complied with the ASX’s
requirements for admission and quotation as set out in Chapters 1 and 2 of the ASX Listing
Rules. Therefore, the Proposed Acquisition may not proceed if those requirements are not
met. ASX has absolute discretion in deciding whether or not to re-admit the entity to the
Official List of ASX and to quote its securities and therefore the Proposed Acquisition may
not proceed if ASX exercises that discretion. Investors should take into account these
uncertainties in deciding whether or not to buy or sell the entity’s securities.
ACQUISITION SUMMARY
• SPD signed between WAK, Roman Kings, Benima Pty Ltd (Benima), Anex
Industrial Corporation Pty Ltd (Anex), BGA Capital Pty Limited (BGA Capital)
and the major shareholders of Roman Kings. The SPD contains an obligation to
procure a signed share sale agreement from the minority shareholders prior to
any proposed completion.

• As part of the Proposed Acquisition, the Company will undertake a 100 for 1
consolidation (Consolidation).

• In consideration for 100% of the issued capital in Roman Kings, WAK will issue,
on a post-Consolidation basis, 21,500,000 shares to the shareholders of Roman
Kings (or their nominees) on a pro rata basis (this excludes the new shares that
will be issued by WAK under the capital raising which will be conducted as part
of the Proposed Acquisition).

• Capital raising of a minimum of A$5.0m and a maximum of A$7.0m, via a
prospectus, will be undertaken concurrently with the Proposed Acquisition to
fund exploration expenses, the expenses of the capital raising and the
Proposed Acquisition and for working capital purposes.
WAKENBY LIMITED
ACN 120 394 194
Suite 201, Level 2, 60 York Street
Sydney NSW 2000
AUSTRALIA
• A new performance rights plan to be established for WAK’s directors and
employees with initial grants to be made on completion of the Proposed
Acquisition.

• At completion of the Proposed Acquisition, the proposed Board will comprise
Mr Daniel Tuffin (Executive Chairman), Mr Richard Maddocks (Executive
Director) and Mr William Oliver (Non-Executive Director).

Mr Benjamin Harkham, Mr Kenneth Carr, Mr Aron Harkham, Mr Allan Farrar and
Mr Gideon Harkham will resign from the Board with effect on or before
completion of the Proposed Acquisition.

• At completion of the Proposed Acquisition, WAK will change its name to
“Roman Kings Ltd” and change its ticker code.
ABOUT ROMAN KINGS
The Roman Kings tenements (the Tenements, refer Figure 1, Table 1) are located near the
Leonora Region of Western Australia and may be prospective for gold, other precious
metals and base metals such as nickel, copper and cobalt. The Tenements are
geographically focussed and can be considered as a single large project area located
between Leonora, Laverton and Leinster, consisting of 731.7km2 in area.
Roman Kings’ strategy has been to acquire discrete, viable projects in close proximity to
operating or planned processing facilities. The Company has a geographical and
strategic focus in the Leonora Region in order to exploit the following:
• The development of an Inferred Mineral Resource of 104,000oz of contained gold
(3.34Mt at 0.96g/t gold, Table 2) on a Mining Lease at Crawford to enable the
potential of early cash flows resulting from mining; the area contains multiple
processing facility options, many of which are likely to require additional ore supply
over the medium to long term given the exhaustion of their current supply.
• Acquisitions in the region, such as the Thunderbox Project by Saracen Mineral
Holdings, the Mertondale-Cardinia Project area by Kin Mining NL, and more
recently the Bundarra Gold Project by Zeta Resources Limited and the Darlot
Mill/King of the Hills Project by Red 5 Limited, has seen activity and interest in the
immediate region greatly increased. A further consolidation in the region will
provide substantial increase in value to these projects and others surrounding
them, in exchange for providing a premium to the Company. The Company plans
to actively seek ways to enhance its assets via access to further development or
consolidation opportunities in the area.
Roman Kings has a mix of advanced, intermediate and greenfields projects within this
Leonora Region as detailed in Appendix 1. Advanced stage projects have been
evaluated to ensure that they have the potential to be fast tracked to production and in
the case of the Crawfords Projects contains Mineral Resources as defined in the
Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore
WAKENBY LIMITED
ACN 120 394 194
Suite 201, Level 2, 60 York Street
Sydney NSW 2000
AUSTRALIA
Reserves (2012 Edition) (JORC Code). Intermediate stage projects have been classified as
projects where gold mineralisation has been intersected, but further exploration is required
to prove continuity.
Roman Kings has developed a staged Company plan consisting of 3 broad phases, with
Phase 1 targeting those more advanced to be further developed first, followed by
aggressive exploration to make new discoveries and delineate extensions to
mineralisation. This plan has been designed and budgeted and is ready to for
implementation following the completion of the Proposed Acquisition.
As the Company effectuated a deed of company arrangement on 8 April 2016, the
proposed change of business to mining and exploration will require the Company to re-
comply with Chapters 1 and 2 of the ASX Listing Rules. Therefore, prior to settlement of the
Proposed Acquisition (Settlement), and before the Company’s securities can be re-
instated to quotation on the ASX following Settlement, the Company must re-comply with
Chapters 1 and 2 of the ASX Listing Rules. The Company plans, subject to shareholder
approval, to conduct a capital raising under a public offer pursuant to a full form
prospectus to raise a minimum of $5,000,000. Shareholder approval for the capital raising
will be sought at an upcoming meeting of shareholders, at which the Company also
intends to seek approval to consolidate its securities on a 100:1 basis with fractional
entitlements rounded down to the nearest whole share.
Figure 1.
WAKENBY LIMITED
ACN 120 394 194
Suite 201, Level 2, 60 York Street
Sydney NSW 2000
AUSTRALIA
Table 1.
RK Area Area Application
Tenement Holder Status Grant Date
Interest (blk) (km2) Date
E37/1252 Roman Kings 100% Granted 9 27.2 6/09/2016
E37/1253 Roman Kings 100% Granted 7 21.2 6/09/2016
Golden
E37/1284 100% Granted 62 187.7 6/04/2017
Gladiator
Golden
E37/1321 100% Application 12 36.4 30/05/2017
Gladiator
Golden
E37/1322 100% Application 14 42.5 20/07/2017
Gladiator
E37/1285 Pax Romana Res 100% Granted 69 287.7 26/04/2017
E37/1314 Pax Romana Res 100% Application 29 87.8 12/04/2017
P37/8901 Roman Kings 100% Granted N/A 2 26/07/2017
P37/8902 Roman Kings 100% Granted N/A 2 26/07/2017
P37/8903 Roman Kings 100% Granted N/A 2 26/07/2017
Messina Earning
M37/1202 Granted N/A 8.9 16/01/2008
Resources 51%
Messina Earning
E37/893 Granted 9 26.3 22/08/2008
Resources 51%

Table 2. Mineral Resource Estimate for the Crawfords Deposit
(Reported at 0.5g/t Au Cut-Off).
Inferred
Type
Tonnes (Mt) Au (g/t) Ounces (koz)
Oxide / Transitional 1.84 1.02 61
Fresh 1.50 0.89 43
TOTAL 3.34 0.96 104

The Mineral Resource Estimate was completed using the following parameters:
• The Crawfords Resource extends over a strike length of 1,000m and has an east-west
extent of 240m, with the wireframes constrained to 100m from surface due to the lack
of drilling below this level;
• Mineralisation comprises multiple west dipping lodes striking approximately 330
degrees and dipping approximately 22 – 30 degrees to the west.
• 80 RC drillholes & 1 diamond core hole were used in the resource estimate for a total
of 8,153m of drilling. Holes were angled at 60 degrees to either grid east (Goldfields
Exploration, Newcrest DD) or grid west (Newcrest RC, Golden State Resources, Roman
Kings). Drilling is on an approximate spacing of 40m x 40m with Roman Kings providing
infill to 20m.
• RC drilling was sampled via face sampling hammer, collected by a rig mounted
cyclone and split using either a riffle or rotating cone splitter. Diamond core drilling
sampled NQ core by splitting the core in half.
WAKENBY LIMITED
ACN 120 394 194
Suite 201, Level 2, 60 York Street
Sydney NSW 2000
AUSTRALIA
• Samples were analysed at commercial laboratories (Genalysis, Ultratrace, ALS) using
a fire assay technique.
• Quality control data for the Roman Kings drilling included the use of certified reference
materials (CRMs) and duplicates. Quality control data for the Golden State drilling only
included the use of duplicates. Angora Resources compiled all available QA/QC data
and deemed it satisfactory.
• All drillholes were surveyed in either AMG or MGA grids (zone 51).
• All holes had downhole survey data recorded, with the Roman Kings and Newcrest
drilling being surveyed on regular intervals down the hole.
• Geological domains were constructed using, on average, a 0.3g/t cut-off grade.
• Samples within the wireframe were composited to 1.0m intervals. A top cut of 9.3g/t
was applied.
• Ordinary Kriging interpolation of the 1m composite data was used to estimate block
grades. A first pass search of 50m with a minimum of 12 samples and maximum of 28
samples was used. A second pass search of 75m with a minimum of 8 samples and
maximum of 28 samples was then used. A third pass search of 100m with a minimum
of 4 samples and maximum of 28 samples was finally used.
• A Surpac block model was used for the estimate with a block size of 5m X by 10m Y by
5m Z with sub cells of 1.25m X x 2.5m Y x 1.25m Z.
• Bulk density values used in the resource estimate were 2.3 for oxide and transitional
and 2.90 for fresh rock material. These were sourced from SG data reported by
historical explorers and match SG values used in other Resources in the Leonora
district.
• The deposit has been classified as an Inferred Mineral Resource based on data quality,
sample spacing, and lode continuity, as well as the lack of density and metallurgical
data in the deposit.

These notes should be read in conjunction with the information detailed in Appendix 2

Competent Persons Statement
The information in this announcement that relates to Mineral Resources at the Crawfords Deposit
complies with the JORC Code and has been compiled by Mr Christopher Speedy, a Competent Person
who is a Member of the Australian Institute of Geoscientists. Mr Speedy is the principal of Angora
Resources Pty Ltd, a consultant to Roman Kings, and has sufficient experience that is relevant to the style
of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify
as a Competent Person as defined in the 2012 Edition of the JORC Code. Mr Speedy consents to the
inclusion in this document of the matters based on his information in the form and context in which it
appears. The Mineral Resources are based on standard industry practises for drilling, logging, sampling,
assay methods including quality assurance and quality control measures as detailed in Appendix 2.
The information in this announcement that relates to Exploration Results and other technical information
for the Crawfords Deposit and Leonora Gold Project complies with the JORC Code and has been
compiled by Mr Bill Oliver, a Competent Person who is a Member of The Australasian Institute of Mining
and Metallurgy and the Australian Institute of Geoscientists. Mr Oliver is a director of Roman Kings and
has sufficient experience that is relevant to the style of mineralisation and type of deposit under
consideration and to the activity being undertaken to qualify as a Competent Person as defined in the
2012 Edition of the JORC Code. Mr Oliver consents to the inclusion in this document of the matters based
on his information in the form and context in which it appears. The Exploration Results are based on
WAKENBY LIMITED
ACN 120 394 194
Suite 201, Level 2, 60 York Street
Sydney NSW 2000
AUSTRALIA
standard industry practises for drilling, logging, sampling, assay methods including quality assurance and
quality control measures as detailed in Appendix 2.

TERMS OF THE PROPOSED ACQUISITION AND ISSUE OF SECURITIES
Conditions precedent
Completion of the Proposed Acquisition pursuant to the terms of the SPD remains subject
to satisfaction of the customary conditions precedent, including but not limited to:
(a) completion of due diligence to the satisfaction of the Company in it absolute
discretion by 30 November 2017;
(b) receipt of valid applications for the minimum subscription of $5,000,000 under the
capital raising;
(c) WAK obtaining all necessary regulatory and shareholder approvals under the ASX
Listing Rules (including WAK shareholders approving a change in nature and
scale of activities), Corporations Act 2001 (Cth) or any other law to allow lawful
completion of the Proposed Acquisition of Roman Kings;
(d) WAK undertaking a 100 for 1 consolidation of its existing securities;
(e) the minority shareholders delivering the sale of their shares to WAK on or prior to
completion;
(f) WAK undertaking a capital raising pursuant to a prospectus to raise not less than
$5,000,000; and
(g) Messrs Daniel Tuffin, Richard Maddocks and William Oliver entering executive
services agreements with WAK.
Consideration
The consideration for the Proposed Acquisition is A$4.3 million to be satisfied by the issue
(subject to shareholder approval) of 21,500,000 WAK shares (on a post-Consolidation
basis) at 20 cents ($0.20) per share to the shareholders of Roman Kings.
Capital raising
The Proposed Acquisition is conditional upon WAK undertaking a capital raising to raise a
minimum of A$5,000,000. Based on a post-Consolidation offer price of 20 cents ($0.20), this
would result in the issue of 25,000,000 shares (post-Consolidation for the minimum raising).
Loans
From 8 April 2017 to 31 August 2017, the following unsecured and non-interest bearing
loans were granted to the Company:
WAKENBY LIMITED
ACN 120 394 194
Suite 201, Level 2, 60 York Street
Sydney NSW 2000
AUSTRALIA
(a) Benima loaned the Company the sum of $219,500, repayable on 14 January 2019;
(b) Anex loaned the Company the sum of $12,000, repayable on 14 January 2019;
and
(c) BGA Capital loaned the Company the sum of $10,000, repayable on 14 January
2019,
(together, the Loans).
Benima, Anex and BGA Capital have agreed to convert the Loans into shares under the
capital raising. In addition, Benjamin Harkham (or his nominee) at their sole discretion may
subscribe for up to a maximum of 5,000,000 shares (on a post-Consolidation basis) or
$1,000,000 under the capital raising. However, this is subject to the Company obtaining
Shareholder approval at a general meeting on or around late January 2018.
New performance rights plan
In conjunction with the Proposed Acquisition, WAK will establish a new performance rights
plan for WAK’s directors and employees with initial grants to be made on completion of
the Proposed Acquisition. WAK proposes to make the following initial grants, on a
post-Consolidation basis, under the new performance rights plan:
• 2,500,000 performance rights to Mr Daniel Tuffin (or his nominee); and
• 1,000,000 performance rights to Mr William Oliver (or his nominee).
Escrow of securities
Subject to any mandatory escrow requirements imposed by ASX, the shareholders of
Roman Kings acknowledge that ASX will impose mandatory escrow restrictions on the
shares issued to the shareholders (subject to cash formula relief granted by the ASX) in
accordance with the ASX Listing Rules and each shareholder agrees that it will enter into
a restriction agreement in relation to the shares to be held by them.
NEW MANAGEMENT TEAM
Executive Chairman – Daniel Tuffin
Mr Tuffin is a mining engineer with over 18 years of experience in the mining industry,
covering a wide range of roles from boots-on-ground mine surveyor and project
engineering, through to running successful mine consulting (Auralia Mining Consulting)
and private mining ventures such as Rose Dam Resources NL, which has recently begun
mining the RDSW Pit, expected to net 15,000 ounces of gold within in a 4 month mine life.
Although the bulk of Daniel’s experience has been in Western Australian gold, he has also
spent time on multiple projects covering a range of commodities abroad as a consultant
over the past 10 years.
WAKENBY LIMITED
ACN 120 394 194
Suite 201, Level 2, 60 York Street
Sydney NSW 2000
AUSTRALIA
Daniel holds degrees in Mining Engineering (BEng) from the University of Ballarat, Mining
and Engineering Surveying (BSc) from WASM, a Diploma in Project Management and is
an accredited Chartered Professional with the AusIMM. Daniel’s strengths lay in project
management, technical works, mentoring and board level consultation. Daniel also brings
with him a wealth of open pit gold mining experience, a strong technical knowledge base
and a view to consistently monetize projects for their optimal return.
Executive Director – Richard Maddocks
A Fellow of the AusIMM and a Member of the Australian Institute of Company Directors,
Mr Maddocks has spent over 30 years working in gold, both on open cut and underground
mining projects. He is adept in Mineral Resource and Ore Reserve estimation, along with
the design and supervision of drilling programs for exploration and delineation purposes.
Richard has held mineral resource manager and business development roles for multiple
ASX and TSX listed gold company’s. At high level his tasks have included financial and
technical assessments of projects worldwide as well as technical compliance and release
works. Headhunted in 2011, he shifted into a General Manager Geology and Exploration
role, reporting directly to the Managing Director of a large ASX listed company that is
mining in the Roman Kings Gold Project area, before finally settling into his last role of
Manager, Mineral Resources for a dual ASX/TSX listed precious metals company.
Non-Executive Director– Bill Oliver
Mr Oliver is a geologist with over 18 years of experience in the international resources
industry working for both major and junior companies. He has had wide-ranging
exploration experience with considerable success as well as an enviable track record in
project identification and value creation, leading exploration teams in Africa, Europe and
Australia. Previously Managing Director of Signature Metals Ltd and Technical Director of
Orion Gold NL, he is currently the Managing Director of Tando Resources Ltd, Non-
Executive Chairman of Celsius Resources Ltd and a Non-Executive Director of Minbos
Resources Ltd.
Bill holds an honours degree in Geology from the University of Western Australia and a
post-graduate diploma in Finance and Investment from FINSIA. Bill is a member of both
the AusIMM and the AIG.
WAKENBY LIMITED
ACN 120 394 194
Suite 201, Level 2, 60 York Street
Sydney NSW 2000
AUSTRALIA
INDICATIVE TIMETABLE*
The indicative timetable for completion of the Proposed Acquisition and WAK’s
re-compliance with the ASX Listing Rules is outlined below:
Event Date* Date
Execute binding conditional SPD 31 October 2017
Dispatch of Notice of General Meeting 10 November 2017
Lodgement of Prospectus with ASIC Early December 2017
Opening date of Capital Raising Mid December 2017
General Meeting to approve Proposed Acquisition 11 December 2017
Closing Date of Capital Raising Mid February 2018
Issue of shares under the Capital Raising Late February 2018
Settlement of the Proposed Acquisition Late February 2018
Dispatch of Holding Statements Late February 2018
Re-compliance with Chapters 1 & 2 of the ASX Listing Rules Late February 2018
Re-instatement to quotation of Shares (including Shares issued Early March 2018
under the Capital Raising) on ASX
*This timetable is indicative only and subject to change.
INDICATIVE CAPITAL STRUCTURE
As part of the Proposed Acquisition and in order to re-comply with Chapters 1 and 2 of
the ASX Listing Rules, WAK proposes to undertake a Consolidation of 100:1 of its existing
securities. The below tables illustrate the capital structure of WAK on a pre and post
Consolidation basis:
Shares
Event Minimum Subscription
Pre-Consolidation Post-Consolidation
Current issued Shares 478,723,900 4,787,239
Consideration Shares 2,150,000,000 21,500,000
Capital Raising1 2,500,000,000 25,000,000
Total 5,128,723,900 51,287,239
WAKENBY LIMITED
ACN 120 394 194
Suite 201, Level 2, 60 York Street
Sydney NSW 2000
AUSTRALIA
Notes:
1. Includes the 1,207,500 shares (post-Consolidation) to be issued to Benima, Anex and BGA Capital,
as a result of agreeing to convert the Loans into shares under the capital raising.
As part of the Proposed Acquisition, the 100,000,000 Performance Options Rights on issue
will be cancelled for nil consideration.
Performance Rights
Current Completion of the Proposed
Acquisition (post-Consolidation)
Current issued Nil 3,500,000

ADDITIONAL STATEMENTS
ASX takes no responsibility for the contents of this announcement.
WAK is in compliance with its continuous disclosure obligations under ASX Listing Rule 3.1.