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ASX: GSC
Equity Raising Presentation
13 June 2018 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Equity Raising Presentation NOT FOR DISTRIBUTION OR RELEASE IN THE - - PowerPoint PPT Presentation
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES ASX: GSC Equity Raising Presentation NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES 13 June 2018 1 ASX: GSC Important Notice and Disclaimer IMPORTANT: You must read the following
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13 June 2018 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
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IMPORTANT: You must read the following before continuing. This presentation has been prepared by Global Geoscience Limited (ABN 76 098 564 606) (and / or its subsidiaries, as the context requires, “Company”, “Global Geoscience” or “GSC”) in relation to an institutional placement (“Placement”, “Offer” or “Institutional Placement”) of new ordinary shares in the Company (“New Shares”). The Placement will be made to certain eligible institutional and sophisticated investors. Summary information This presentation contains summary information about the Company and its activities and is current as at 12 June 2018. The information in this presentation is a general background and does not purport to be complete or provide all information that an investor should consider when making an investment decision. No representation or warranty, express or implied, is provided in relation to the accuracy or completeness of the information. Statements in this presentation are made only as of the date of this presentation unless otherwise stated and the information in this presentation remains subject to change without notice. The Company is not responsible for updating, nor undertakes to update, this presentation. It should be read in conjunction with the Company’s other periodic and continuous disclosure announcements lodged with the Australian Securities Exchange (“ASX”), which are available at www.asx.com.au Not financial product advice This presentation is for information purposes only and is not a prospectus, product disclosure statement or other offer document under Australian law or the law of any other jurisdiction. This presentation is not financial product or investment advice, a recommendation to acquire New Shares or accounting, legal or tax advice. It has been prepared without taking into account the
regard to their own objectives, financial and tax situation and needs, and seek legal and taxation advice appropriate to their jurisdiction. The Company is not licensed to provide financial product advice in respect of its securities. Cooling off rights do not apply to the acquisition of New Shares. Competent Persons statement The information in this presentation that relates to Exploration Results is based on information compiled by Bernard Rowe, a Competent Person who is a Member of the Australian Institute
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 ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Bernard Rowe consents to the inclusion in the presentation of the matters based on his information in the form and context in which it appears. In respect of Mineral Resources referred to in this presentation and previously reported by the Company in accordance with JORC Code 2012, the Company confirms that it is not aware of any new information included in the public report titled “Global Geoscience Doubles High-Grade Lithium-Boron Mineral Resource” dated 31 October 2017 and released on ASX. Further information regarding the Mineral Resource estimate can be found in that report. All material assumptions and technical parameters underpinning the estimates in the report continue to apply and have not materially changed. Past performance Past performance information given in this presentation is given for illustrative purposes only and should not be relied upon as (and is not) an indication of the Company's views on its future performance or condition. Investors should note that past performance, including past share price performance, of Global Geoscience cannot be relied upon as an indicator of (and provides no guidance as to) future performance including future share price performance. The historical information included in this presentation is, or is based on, information that has previously been released to the market. Diagrams, charts, graphs and tables Any diagrams, charts, graphs and tables appearing presentation are illustrative only and may not be drawn to scale.
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Non-IFRS Financial Measures Investors should also be aware that certain financial data included in this presentation may be "non‐IFRS financial information" under Regulatory Guide 230 Disclosing non‐IFRS financial information published by the Australian Securities and Investments Commission (“ASIC”) or "non‐GAAP financial measures" under Regulation G of the U.S. Securities Exchange Act of
1933, as amended (“U.S. Securities Act”). The Company believes this non‐IFRS financial information provides, and these non‐GAAP financial measures provide, useful information to users in measuring the financial performance and conditions of Global Geoscience. The non‐IFRS financial information and these non‐GAAP financial measures do not have a standardised meaning prescribed by Australian Accounting Standards and, therefore, may not be comparable to similarly titled measures presented by other entities, nor should they be construed as an alternative to other financial measures determined in accordance with Australian Accounting Standards. Investors are cautioned, therefore, not to place undue reliance on any non‐IFRS financial information or non‐GAAP financial measures and ratios included in this presentation. Forward looking statements This presentation contains certain forward‐looking statements. The words "expect", "anticipate", "estimate", "intend", "believe", "guidance", "should", "could", "may", "will", "predict", "plan" and other similar expressions are intended to identify forward‐looking statements. Forward‐looking statements in this presentation include statements regarding: the timetable and outcome
future commodity prices. Indications of, and guidance on, future earnings and financial position and performance are also forward‐looking statements. Forward‐looking statements, opinions and estimates provided in this presentation are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions. Forward‐looking statements, including projections, guidance on future earnings and estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. This presentation contains such statements that are subject to risk factors associated with the mineral and resources exploration, development and production industry. It is believed that the expectations reflected in these statements are reasonable, but they may be affected by a range of variables which could cause actual results or trends to differ materially, including but not limited to the following risks: dependence on commodity prices, availability of funding, impact of inflation on costs, exploration risks, including the risks of obtaining necessary licences and diminishing quantities or grades of reserves, risks associated with remoteness, environmental regulation risk, currency and exchange rate risk, political risk, war and terrorism and global economic conditions, as well as earnings, capital expenditure, cash flow and capital structure risks and general business risks. No representation, warranty or assurance (express or implied) is given or made in relation to any forward‐looking statement by any person (including the Company). In particular, no representation, warranty or assurance (express or implied) is given that the occurrence of the events expressed or implied in any forward‐looking statements in this presentation will actually occur. Actual results, performance or achievement may vary materially from any projections and forward‐looking statements and the assumptions on which those statements are based. The forward‐looking statements in this presentation speak only as of the date of this presentation. Subject to any continuing obligations under applicable law or any relevant ASX listing rules, the Company disclaims any obligation or undertaking to provide any updates or revisions to any forward‐looking statements in this presentation to reflect any change in expectations in relation to any forward‐looking statements or any change in events, conditions or circumstances on which any such statement is based. Nothing in this presentation will under any circumstances create an implication that there has been no change in the affairs of Global Geoscience since the date of this presentation. Effect of rounding A number of figures, amounts, percentages, estimates, calculations of value and fractions in this presentation are subject to the effect of rounding. Accordingly, the actual calculation of these figures may differ from the figures set out in this presentation. Financial data All dollar values are in United States dollars ($ or US$) unless stated otherwise.
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Investment risk An investment in New Shares is subject to investment and other known and unknown risks, some of which are beyond the control of Global Geoscience, including possible delays in repayment and loss of income and principal invested. The Company does not guarantee any particular rate of return or the performance of Global Geoscience, nor does it guarantee the repayment of capital from the Company or any particular tax treatment. Persons should have regard to the risks outlined in the Key Risks section of this presentation. Not an offer This presentation is not and should not be considered an offer or an invitation to acquire Company securities or any other financial products and does not and will not form any part of any contract for the acquisition of New Shares. This presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States. The New Shares to be offered and sold in the Offer have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered and sold to, directly or indirectly, any person in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This presentation may not be distributed or released in the United States. The distribution of this presentation in other jurisdictions outside Australia may also be restricted by law and any such restrictions should be observed. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. By accepting this presentation you represent and warrant that you are entitled to receive such presentation in accordance with the above restrictions and agree to be bound by the limitations contained herein. Underwriter and advisors None of the underwriter, nor any of its or the Company’s respective advisers or any of their respective affiliates, related bodies corporate, directors, officers, partners, employees and agents, have authorised, permitted or caused the issue, submission, dispatch or provision of this presentation and, except to the extent referred to in this presentation, none of them makes or purports to make any statement in this presentation and there is no statement in this presentation which is based on any statement by any of them. For the avoidance of doubt, the underwriter and its advisers, affiliates, related bodies corporate, directors, officers, partners, employees and agents have not made or purported to make any statement in this presentation and there is no statement in this presentation which is based on any statement by any of them. To the maximum extent permitted by law, the Company, the underwriter and their respective advisers and affiliates, related bodies corporate, directors, officers, partners, employees and agents exclude and disclaim all liability, for any expenses, losses, damages or costs incurred by you as a result of your participation in the Offer and the information in this presentation being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise. To the maximum extent permitted by law, the Company, the underwriter and their respective advisers and affiliates, related bodies corporate, directors, officers, partners, employees and agents make no representation or warranty, express or implied, as to the currency, accuracy, reliability or completeness of information in this presentation and the underwriter, its advisers and affiliates, related bodies corporate, directors, officers, partners, employees and agents, takes no responsibility for any part of this presentation or the Offer. The underwriter and its advisers and affiliates, related bodies corporate, directors, officers, partners, employees and agents make no recommendations as to whether you or your related parties should participate in the Offer nor does it make any representations or warranties to you concerning the Offer, and you represent, warrant and agree that you have not relied on any statements made by any of the underwriter, its advisers or any of its affiliates, related bodies corporate, directors, officers, partners, employees or agents in relation to the Offer and you further expressly disclaim that you are in a fiduciary relationship with any of them. Statements made in this presentation are made only as at the date of this presentation. The information in this presentation remains subject to change without notice. The Company reserves the right to withdraw the Offer or vary the timetable for the Offer without notice. Acceptance By attending an investor presentation or briefing, or accepting, accessing or reviewing this presentation you acknowledge and agree to the terms set out in the important notice and disclaimer.
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‒ Complete feasibility studies through 2018 and into 2019 ‒ Drill to upgrade the current resource to measured category ‒ Drill to increase the current resource to the north, south and east ‒ Drill to infill historical Rio Tinto drilling in the North Basin ‒ Fund detailed engineering and procurement of key long lead items once project milestones achieved in 2019 ‒ Negotiate project development funding from a position of financial strength
The Global Geoscience Difference Low Cost Processing Clear Pathway Ahead Equity Raising to Maintain Momentum
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Institutional Placement to professional and sophisticated investors (Equity Raising or Placement) by Global Geoscience Limited (Company or GSC) to raise up to approximately A$53 million (before transaction costs) The Placement will consist of up to 130 million new ordinary shares issued pursuant to the Company’s 25% placement capacity pursuant to ASX Listing Rules 7.1 and 7.1A, as approved by GSC shareholders at the Company’s Annual General Meeting on 28 September 2017 Fixed offer price of A$0.41 per new share, representing a discount of: 7.9% to GSC’s last closing price on 12 June 2018 of A$0.445 10.9% to the 10 day volume weighted average price (VWAP) of A$0.460 New shares issued under the Placement will rank equally with existing GSC shares on issue The proceeds of the Placement will fully fund the Company through to completion of the Pre-Feasibility Study and Definitive Feasibility Study, development of the Rhyolite Ridge pilot plant, resource conversion and extension drilling and procurement of critical long-lead items along with general working capital Citigroup Global Markets Australia Pty Limited is acting as sole lead manager, bookrunner and underwriter to the Placement Offer Structure and Size Offer Price Ranking Use of Proceeds Lead Manager
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Sources of Funds
Proceeds from Capital Raising A$53m Total A$53m
Uses of Funds US$m A$m3
PFS Completion 2 3 Pilot Plant Program 5 7 DFS Completion2 5 7 Resource Infill Drilling 10 13 Resource Expansion Drilling 5 7 Other (e.g. long lead items, working capital, general corporate purposes, capital raising costs) 12 16 Total 39 53
Note: 1. Assumes a positive PFS decision.
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Event Date (2018)¹ Trading Halt Wednesday 13 June Announcement of Completion of Equity Raising Pre Market Open, Thursday 14 June Trading Halt Lifted, Trading Recommences Pre Market Open, Thursday 14 June Settlement of New Shares Issued Under the Placement Wednesday 20 June Allotment and Ordinary Trading of New Shares Issued Under the Placement Thursday 21 June
Note: 1. All dates and times are indicative and subject to change without notice; Australian Eastern Standard Time.
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James D. Calaway Non-Executive Chairman Bernard Rowe Managing Director Alan Davies Non-Executive Director Patrick Elliott Non-Executive Director John Hofmeister Non-Executive Director
Pre-Raising Pro-Forma
Shares 1,339m 1,470m Options (unlisted) 58.1m 58.1m Performance Rights (unlisted) 1.5m 1.5m Cash (as at 31 March 2018) A$33.6m >A$85.0m Share Price A$0.4450 A$0.4425 Market Capitalisation A$603m A$650m Top 20 59% Directors & Management 10% Capital Structure Summary Project Location Board of Directors Major Shareholders (Pre Equity Raising)
Rhyolite Ridge
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Highly Experienced Team Tier One Mining Jurisdiction Simple Mining and Processing High Quality Resource and Attractive Product Mix
Bernard Rowe
Managing Director
10+ years mining executive experience James D. Calaway
Chairman
Former Chairman of Orocobre Alan Davies
Non-Executive Director
20+ years at Rio Tinto, ex-CEO of Energy and Industrial Minerals Patrick J.D. Elliot
Non-Executive Director
30+ years experience in investment and corporate management John Hofmeister
Non-Executive Director
Former President of Shell Oil (US subsidiary of Royal Dutch Shell)
350 km to Tesla-Panasonic Gigafactory 100% owned project Well serviced by infrastructure Skilled mining workforce
Product Volume Price Revenue Demand Drivers Lithium Carbonate 1x 10x ~55%
Boric Acid 8x 1x ~45%
insulation) Globally significant and strategically located lithium and boron resource Favourable geological setting which allows for simple mining and processing Well positioned to supply multiple growing sources of demand
Long mine life, expandable Open pit mining, low strip ratio No roasting or new technology
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PFS remains on track for release in Q3 2018 – will provide expected project economics using flowsheet which has been settled following recently completed trade off study Following submission of environmental baseline studies, GSC is increasingly confident that Rhyolite Ridge will qualify for the Environment Assessment approval process (6 to 9 months) Subject to successful environmental approvals, GSC may be in position to take a development decision by Q4 2019, with potential first production in mid 2021 Equity raising allows GSC to maintain momentum towards commercialisation of its strategically significant and globally relevant resource
2017 2018 2019 2020 2021 H2 2017 H1 2018 H2 2018 H1 2019 H2 2019 H1 2020 H2 2020 H1 2021 H2 2021 Pre Feasibility Study Definitive Feasibility Study Environmental Approval Process Financing Construction
Development Decision First Production
Detailed Engineering Long Lead Items
* This timeline is preliminary and subject to change and assumes an Environmental Assessment for permitting
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=> Provides a key supply chain advantage over suppliers of a single product
Full Unencumbered Ownership Lithium and Boron Co-Products Doubles Potential Off-Take Partners Range of Potential Debt Providers
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Lower operating and capital cost option More controlled and faster leach Higher concentrations of Lithium and Boron in PLS Less evaporation and lower power requirements Large transport cost savings by purchasing sulphur Generates steam and power to meet all site needs Estimated acid cost of $20-30/tonne including credit for on-site steam and power requirements + 20-30 MW excess available for sale into the grid Fast payback on capital Better control, simplifies downstream processing Lowest cost option due to steam / electricity from acid plant Substantial water saving Small footprint and less environmental impact Lower capital cost and less environmental impact Smaller footprint due to higher density and greater height
vs Heap and Tank
w/co-gen power plant vs Importing Sulphuric Acid
vs Solar
vs Other Options
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Matthew Weaver Senior VP Engineering and Operations >30 years experience working on both small and large-scale operations and development projects at BHP, Rio Tinto and Newmont, as well as for several smaller mining companies » Extensive project development and acid plant experience including managing large Bingham Canyon acid plant with co-generation power Michael le Page Commercial Director – Sales & Marketing Nearly 40 years industry experience including various Chief Commercial, Vice President and GM roles with Rio Tinto. Recent background is in global sales, marketing and supply chain in salt, gypsum, talc and borates plus project work in lithium and potash » Key sales and commercial expertise for industrial minerals Yoshio Nagai Sales & Business Development Director >25 years international experience including 10 years with Rio Tinto primarily in Asia and the USA as Sales Vice President for borates, salt and talc products » Senior sales and marketing executive with excellent relationships with potential customers Peter Ehren Lead Process Engineer Extensive experience in process development and optimisation for lithium, boron and potassium including with SQM and Orocobre » Globally recognised expert in lithium processing Silvio Bertoli Consulting Chemical Engineer >40 years of experience in process design and technology development in the chemicals and metallurgical industries for lithium, uranium, base and rare metals
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South Basin - Mineral Resource
North Basin - 38 wide-spaced holes with Li and B
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Legend
Pit Shell 26 Mt Pit Shell 87 Mt Indicated Resource
1,000 Km
South Basin Resource with Potential Pit Outlines
Pit Shell
Constrained Unconstrained
Mining Rate Mtpa 3-4 >4 Tonnage of Mineralisation Mt 26 87 Potential Mine Life Years 6-9 21 Strip Ratio t:t 3.9 5.8 Grade - Lithium ppm 1,400 1,635 Grade - Boron % 1.24 1.35 Contained Lithium Carb kt 194 757 Contained Boric Acid kt 1,843 6,718 Tonnes in Indicated Cat % 98 91 Footprint of pit sq. mile 0.25 2.9 Further information on mining studies is available in announcement released 17 December 2017.
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Vat leaching Load Wash Unload Maint. Vat leaching
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Note: The Rhyolite Ridge PFS is currently undertaking further work to assess the above preliminary technical and cost parameters. Cash costs quoted are targets only and may change.
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Source: Benchmark Mineral Intelligence in January 2018 Source: Roskill 2017 Outlook
Lithium Carbonate Equivalent Consumption - 2026 Increasing Reliance on Asia for Battery Supply EV the Major Driver of LCE Demand
774 51 3010 EV Portable Power ESS EV battery demand to increase by 10x by 2026 OEMs setting aggressive EV targets – e.g. Volvo targeting all-electric or hybrid fleet from 2019 Further demand upside from portable and stationary battery storage ~440GWh of installed battery production capacity expected by 2023 Only 58GWh planned in the United States
As the most advanced lithium project in the United States, Rhyolite Ridge is ideally placed to meet the forecast increase in lithium demand Roskill expects an increase in lithium supply of 250% will be required by 2025 to meet demand, and +500% by 2030 Whilst lithium is a key strategic focus mineral for the US, the US produces less than quarter of the lithium it consumes, with 97%
Rhyolite Ridge offers a stable, US-based, ethical lithium supply source for the US, with potential to supply Asian markets from its favourable Nevada setting
649 864 1466 128 145 168
Low Base High Battery Other
LCE consumption forecast to exceed 1mtpa within the next decade, driven by increased battery demand +1,000,000t LCE
Increase in LCE Demand by 2026 (‘000t LCE)
* Source: U.S. Geological Survey, Mineral Commodity Summaries, January 2018
Source: Roskill 2017 Outlook, Volvo Company Announcement 5 July 2017
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Demand
40% 43% 6% 7% 6% Rio Tinto ETI Bor SAM SVM 0% 10% 20% 30% 40% 50% April 2013 – March 2014 B2O3 tonnes
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Global Borates Demand Located Close to Major Borates Markets Global Refined Borates – Share of Sales
Sources: Rio Tinto Minerals, Eti Maden, brokers
Cumulative kt B2O3 equivalent
Borate market dominated by two suppliers GSC is uniquely positioned to become a welcomed third supplier Global borates market size c.US$3bn per annum, with GSC potentially supplying ~10% Borates market is expected to grow above GDP over the next decade, driven by increased urbanisation (high-quality glass product demand), increased agricultural intensity, and an increased focus on energy efficiency (thermal insulation) In addition to the expertise brought by Alan Davies, the recent additions of Michael Le Page and Yoshio Nagai provide GSC with a market-leading commercial borates team
TURKEY: 73% RUSSIA: 8% CHINA: 4% SERBIA: 2% USA: 6% LATAM: 8% MENA: 3% EUROPE: 19% AMERICAS: 32% ASIA: 46% Reserves
Rhyolite Ridge
Sources: Rio Tinto Minerals, Eti Maden, brokers Sources: Rio Tinto Minerals, Eti Maden, brokers
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0.10 0.15 0.20 0.25 0.30 0.35 0.40 0.45 0.50 0.55 Aug-16 Oct-16 Dec-16 Feb-17 Apr-17 Jun-17 Aug-17 Oct-17 Dec-17 Feb-18 Apr-18 Jun-18
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Initial Mineral Resource Positive Vat Leach Testwork PFS Engineer Amec Appointed Positive Initial Met Testwork Drilling Intercepts High-Grade Li-B Mineral Resource Doubled Simple processing of Li-B recognised Testwork Confirms Low Acid Consumption $30m Placement Positive Heap Leach Testwork + Mining Study
Directors Davies + Hofmeister Appointed Chairman Calaway Appointed S&P ASX 300 Index Inclusion Phase 1 PFS Results and Development Plans Released
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Qualified geologist with over 25 years international experience in mineral exploration and management including over 10 years in Nevada Managing Director of GSC since IPO in 2007
Former non-exec chairman of Orocobre Ltd Track record in building junior companies into successful commercial enterprises in sectors including lithium, oil and gas, solar and software
Former CEO, Energy and Industrial Minerals, Rio Tinto Highly successful natural resources and industrial executive including 20-year career with Rio Tinto Led Rio’s borax division and the development of the Jadar lithium-boron deposit in Serbia
Former President of Shell Oil Company, the US-based subsidiary of Royal Dutch Shell Highly successful company executive with diverse industry experience and a focus on the broader energy sector
30 years experience in investment and corporate management specialising in the resources sector Former head of corporate finance for Morgan Grenfell Australia Limited
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For further information on this Mineral Resource estimate, see GSC announcement titled: “Global Geoscience Doubles High-Grade Lithium-Boron Mineral Resource”, released 31 October 2017.
Contained Group Classification Tonnage Li B Li2CO3 H3BO3 K2SO4 Li2CO3 Boric Acid Potassium
Mt ppm ppm % % % kt kt kt
Upper Zone Indicated 147.7 1,900 7,700 1.0 4.4 1.7 1,500 6,490 2,490 Inferred 68.9 2,100 5,300 1.1 3.0 1.8 780 2,090 1,240 Total 216.6 2,000 6,900 1.1 4.0 1.7 2,290 8,580 3,720 Lower Zone Indicated 126.0 1,400 3,400 0.7 2.0 1.7 930 2,460 2,140 Inferred 116.8 1,500 1,500 0.7 0.7 1.5 840 870 1,790 Total 242.9 1,400 2,500 0.7 1.4 1.6 1,770 3,330 3,930 Upper & Lower Zone Indicated 273.7 1,700 5,700 0.9 3.3 1.7 2,440 8,950 4,630 Inferred 185.8 1,700 2,900 0.9 1.6 1.6 1,620 2,960 3,020 Grand Total 459.5 1,700 4,600 0.9 2.6 1.7 4,060 11,910 7,650
Upper Zone Indicated 73.6 1,800 14,600 1.0 8.3 2.0 700 6,150 1,490 Inferred 28.7 2,000 11,900 1.1 6.8 2.2 310 1,950 640 Total 102.4 1,900 13,800 1.0 7.9 2.1 1,010 8,090 2,130 Lower Zone Indicated 29.5 1,400 9,500 0.7 5.4 1.6 220 1,600 480 Inferred 5.3 1,600 6,900 0.8 3.9 2.0 40 210 110 Total 34.8 1,400 9,100 0.8 5.2 1.7 260 1,800 580 Upper & Lower Zone Indicated 103.1 1,700 13,100 0.9 7.5 1.9 920 7,740 1,970 Inferred 34.0 2,000 11,100 1.0 6.3 2.2 350 2,160 740 Grand Total 137.1 1,800 12,600 0.9 7.2 2.0 1,280 9,900 2,710
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There are a number of factors, specific to Global Geoscience and of a general nature, which may affect the future operating and financial performance of Global Geoscience and the industry in which it operates. This section discusses some of the key risks associated with an investment in shares in Global Geoscience. These risks may affect the future operating and financial performance of Global Geoscience and the value of Global Geoscience shares. The risks set out below are not listed in order of importance and do not necessarily constitute an exhaustive list of all risks involved with an investment in Global Geoscience. Before investing in Global Geoscience, you should consider whether this investment is suitable for you. Potential investors should consider publicly available information on Global Geoscience (such as that available on the websites of Global Geoscience and ASX), carefully consider their personal circumstances and consult their professional advisers before making an investment decision. Additional risks and uncertainties that Global Geoscience is unaware of, or that it currently considers to be immaterial, may also become important factors that adversely affect Global Geoscience’s operating and financial performance. You should note that the occurrence or consequences of many of the risks described in this section are partially or completely outside the control of Global Geoscience, its directors and senior management. Further, you should also note that this section focuses on the potentially key risks and does not purport to list every risk that Global Geoscience may have now or in the
this Presentation will be realised or otherwise evaluated. All potential investors should satisfy themselves that they have a sufficient understanding of these matters, including the risks described in this section, and have regard to their own investment objectives, financial circumstances and taxation position. Cooling off rights do not apply to the acquisition of shares. Rhyolite Ridge Lithium-Boron Project new development Global Geoscience Limited intends to develop the Rhyolite Ridge Lithium-Boron Project. The development of the Project will require establishment of a minesite, construction of a processing plant, haulage road, ancillary infrastructure including an accommodation camp, securing and maintaining adequate water supply including bore field access and licensing, pump and pipeline infrastructure, as well as a number of operating contracts, among other things. Like typical greenfield mining project developments of this nature, there are risks and uncertainties that are associated with the development of Rhyolite Ridge, such as unexpected technical, geographical, metallurgical, meteorological, geological, third party access, community issues, or inclement weather. If they were to eventuate, these risks and uncertainties could result in Global Geoscience not achieving its development plans, or such plans generating less revenue than expected, costing more than expected or taking longer to realise than expected. Any of these outcomes could have an adverse effect on Global Geoscience’s expected financial and operating performance. Pre-feasibility study/future milestones As Global Geoscience progresses the development of its Rhyolite Ridge Project, there are risks and uncertainties involved which could result in Global Geoscience not delivering on its anticipated timing or costs for its pre-feasibility study or future milestones. Any of these outcomes could have an adverse effect on Global Geoscience’s expected financial and operating performance. Cost inflation Higher than expected inflation rates generally, or specific to the mining industry in particular, could be expected to increase development and operating costs and potentially reduce the value of future project developments. While, in some cases, such cost increases might be offset by increased selling prices, there is no assurance that this would be possible. To the extent that such offset is not possible, this could adversely impact Global Geoscience’s financial performance.
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Production and cost estimates Global Geoscience has prepared a range of target cash costs for its operations. No assurance can be given by the Company that such targets will be achieved. Capital costs may be affected by unexpected modifications to plant design, changes to estimates of non-fixed components, delays in commissioning and sourcing financing. Failure to achieve cost targets or material increases in costs could have an adverse impact on Global Geoscience's future cash flows, profitability, results of operations and financial condition. Water sources Any restrictions on Global Geoscience’s ability to access water may adversely impact the costs, production levels and financial performance of its operations. There is no guarantee that the source of water Global Geoscience intends to utilise will support Global Geoscience’s water demands in relation to its sites and operations or that access to water will otherwise remain
there can be no assurance that Global Geoscience will be able to obtain alternative water sources on commercially reasonable terms or at all in the event of prolonged drought conditions or
Reserves and Resources To date, Global Geoscience has only released a Resource Statement. Global Geoscience’s JORC Ore Reserves and Mineral Resources are expressions of judgement based on industry practice, experience and knowledge and are estimates only. Estimates of Ore Reserves and Mineral Resources are necessarily imprecise and depend to some extent on interpretations which may prove inaccurate or incorrect. No assurance can be given that the estimated Ore Reserves and Mineral Resources are accurate or that the indicated level of lithium carbonate, boric acid or any other mineral products will be achieved. Such estimates are, in large part, based on interpretations of geological data obtained from drill holes and other sampling
constitute or will be converted into Ore Reserves. Actual Ore Reserves and Mineral Resources may differ from those estimated, which could have a positive or negative effect on Global Geoscience's financial performance. Commodity price fluctuations as well as increased production and capital costs may render Global Geoscience’s Ore Reserves unprofitable for periods of time or may render Ore Reserves containing relatively lower grade mineralisation uneconomic. Estimated Ore Reserves may have to be recalculated based on actual production experience. Any of these factors may require Global Geoscience to reduce its Ore Reserves and Mineral Resources, which could have a negative impact on Global Geoscience’s financial results and the expected operating life of the Project. Community relations Global Geoscience’s mining activities may cause issues or concerns with the local community in connection with, among other things, the potential effect on the environment as well as other social impacts relating to employment, use of infrastructure and community development. If such issues or concerns were to arise, this may have an adverse effect on Global Geoscience’s reputation and relationships with key stakeholders, which may in turn negatively impact its financial and operational performance.
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Operational risks Mining operations generally involve a high degree of inherent risk and uncertainty. Such operations are subject to all the hazards and risks normally encountered in the exploration, development and production of lithium carbonate, boric acid and other mineral products, including unusual and unexpected geologic formations, metallurgical recovery and other processing problems, industrial accidents, wall failure, seismic activity, rock bursts, cave-ins, flooding, fire, access restrictions, interruptions, inclement or hazardous weather conditions and other conditions involved in the drilling, blasting and removal or processing of material, any of which could result in damage to, or destruction of, mines and other processing facilities, damage to life or property, environmental damage and possible legal liability. Global Geoscience is further subject to all of the risks associated with establishing new mining, processing and haulage and transport operations including the timing and cost of the construction of mining and processing facilities, the availability and costs of skilled labour and mining equipment, the need to
Funding risk Global Geoscience's continued ability to operate its business and effectively implement its business plan over time will depend in part on its ability to raise funds for operations and growth
no guarantee that Global Geoscience will be able to raise sufficient funding on acceptable terms or at all. An inability to obtain finance on acceptable terms or at all may cause, among other things, substantial delays in, or prevent, the development or operation of the Rhyolite Ridge Project. To the extent that Global Geoscience does require funding for its future capital needs, the availability and terms of such funding are uncertain and may be less favourable to Global Geoscience than anticipated, which may negatively impact Global Geoscience’s future profitability and financial flexibility. Funding terms may also place restrictions on the manner in which Global Geoscience conducts its business and impose limitations on Global Geoscience’s ability to execute on its business plan and growth strategies. Tax and customs risk Global Geoscience is subject to taxation and other imposts in Australia and the USA, as well as other jurisdictions in which Global Geoscience has activities and investments. Changes in taxation laws (including transfer pricing), or changes in the interpretation or application of existing laws by courts or applicable revenue authorities, may affect the taxation or customs treatment of Global Geoscience’s business activities and adversely affect Global Geoscience’s financial condition. Further, there may be delays in processing, tax or duty rebates or refunds for which Global Geoscience has applied. Should it become unlikely that Global Geoscience will recover such rebates or refunds, this could also adversely affect Global Geoscience’s financial condition and require a reclassification of assets or recognition of expenses in the Company’s accounts. Dependence on key management personnel Global Geoscience is dependent upon a number of key management personnel. The loss of the services of one or more of these personnel could have a material adverse effect on Global
Offtake agreements To date, Global Geoscience has not entered into any offtake agreements with third parties. In the event it does, as with all contracts, there is a risk that the offtake parties may not perform their respective obligations or may breach the offtake agreements. In addition there is a risk that an offtake party may become insolvent or may not be able to meet its future buying or equity subscription obligations under the relevant offtake agreement.
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Commodity prices and foreign exchange Global Geoscience’s revenues will in time be exposed to fluctuations in the prices for the minerals it produces including the price of lithium carbonate and boric acid. Volatility in these prices creates revenue uncertainty and requires careful management of business performance and cashflows. Lower prices can impact operations by requiring a reassessment of the feasibility of mine plans and certain projects and initiatives. Even if a project is ultimately determined to be economically viable, the need to conduct such a reassessment could potentially cause substantial delays and/or may interrupt operations, which may have a material adverse effect on Global Geoscience’s results of operations and financial condition. The factors which affect the price for lithium carbonate and boric acid (many of which are outside the control of Global Geoscience and its directors) include, among many other factors, manufacturing activities; the quantity of global supply in lithium carbonate and boric acid as a result of the commissioning of new mines and the decommissioning of others; political developments in countries which produce and consume material quantities of lithium carbonate and boric acid; the weather in these same countries; the price and availability of appropriate substitutes; advancements in technologies and the uses and potential uses of lithium carbonate and boric acid, and the demand for the applications for which lithium carbonate and boric acid may be used; the grade and quality of lithium carbonate and boric acid produced; and sentiment or conditions in the countries and sectors in which Global Geoscience and its business/commercial partners sell or intend to sell their products. Given the range of factors which contribute to the price of lithium carbonate and boric acid, and the fact that pricing is subject to negotiation, it is particularly difficult for Global Geoscience to predict with any certainty the prices at which Global Geoscience will sell its product and accordingly, investors are cautioned not to place undue reliance on any price or demand forecasts provided by Global Geoscience or by external analysts. Movements in currency exchange rates may affect cash flows, profitability, costs and revenue. It is not possible to accurately predict future movements in exchange rates. As Global Geoscience moves into production it will consider hedging strategies to mitigate this risk. Contract and counterparty risk The ability of Global Geoscience to achieve its stated objectives will depend on the performance of contractual counterparties. Global Geoscience may enter into various agreements for the construction, development and operation of the Rhyolite Ridge Project (including the supply of equipment, construction services, diesel fuel supply, contract mining and product handling and logistics). Should any of the risks associated with entering into these agreements materialise, this could have a material adverse impact on Global Geoscience’s profitability and financial performance. If Global Geoscience’s counterparties default on the performance of their respective obligations, for example if an offtake counterparty defaults on payment or a supplier defaults on delivery, it may be necessary to approach a United States or other international court to seek enforcement or some other legal remedy, if no alternative settlement can be reached. Such legal action can be uncertain, lengthy and costly. There is a risk that Global Geoscience may not be able to seek the legal redress that it could expect under Australian law against a defaulting counterparty, or that a legal remedy will not be granted on satisfactory terms. In addition, the sale of lithium carbonate and boric acid by Global Geoscience is subject to commercial verification and qualification processes to ensure any produced product meets the specifications for industrial supply required by customers under any offtake and supply agreements. The qualification process may require approval from multiple parties in the supply chain and not just those parties with whom Global Geoscience has contractual arrangements. Failure to have Global Geoscience’s product qualified, or any unanticipated delay in qualifying Global Geoscience’s product, may adversely impact Global Geoscience’s financial performance and position (including by resulting in Global Geoscience generating less revenue or profit than anticipated and/or incurring higher costs than anticipated). Competition Global Geoscience competes with other companies, including major mineral exploration and production companies. Some of these companies have greater financial and other resources than the Company and, as a result, may be in a better position to compete for future business opportunities. Many of the Company’s competitors not only explore for and produce minerals, but also carry out refining operations and other products on a worldwide basis. There can be no assurance that Global Geoscience can compete effectively with these companies.
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Environmental risk Global Geoscience’s operations and activities are subject to environmental laws and regulations. As with all mining operations and exploration and development projects, Global Geoscience’s operations may substantially impact the environment or cause exposure to or omission of hazardous materials, which could result in substantial costs being incurred for environmental risk management, rehabilitation and damage control. Further, environmental conditions may be attached to mining tenements and other permits and approvals, and a failure to comply with these conditions may lead to their forfeiture. Global Geoscience is also unable to predict the effect of additional environmental laws and regulations which may be adopted in the future, including whether any such laws or regulations would materially increase Global Geoscience’s cost of doing business or affect its operations in any manner. Regulatory Global Geoscience’s operations are dependent upon the grant, maintenance or renewal of appropriate licences, concessions, leases, permits and regulatory consents which may be withdrawn or made subject to limitations. Approvals, licences and permits required to comply with such rules may, in some instances, be subject to the discretion of the applicable government or government officials. No assurance can be given that Global Geoscience will be successful in obtaining any or all of the various approvals, licences and permits or maintaining such authorisations in full force and effect without modification or revocation. To the extent such approvals are required and not retained or obtained in a timely manner or at all, Global Geoscience may be curtailed or prohibited from continuing or proceeding with production, development and exploration. The operations of Global Geoscience are subject to various laws and plans including those relating to mining, prospecting, development, permit and licence requirements, industrial relations, environment, land use, royalties, water, native title and cultural heritage, land access, mine safety and occupational health. Amendments to current laws, regulations and permits,
costs, reduction in levels of production at producing properties, or abandonment or delays in development of new mining properties. Government actions Global Geoscience’s operations could be adversely affected by government actions in the United States or other countries or jurisdictions in which it has operational exposures or investment or exploration interests. These actions include, but are not limited to, the introduction of or amendment to or changes in the interpretation of legislation, guidelines and regulations in relation to mining and resources exploration and production, taxation, the environment, carbon emissions, competition policy and so on. Such actions could impact upon land access, the granting of licences and permits, the approval of project developments and ancillary infrastructure requirements and the cost of compliance. The possible extent of the introduction of additional legislation, regulations, guidelines or amendments to existing legislation that might affect Global Geoscience is difficult to predict. Any such government action may require increased capital commitments in order to ensure compliance or could delay or even prevent certain operation/activities of Global Geoscience. Such actions could therefore have a material adverse effect on Global Geoscience’s financial condition. Global Geoscience’s business could be affected by new or evolving trade regulations and international standards, such as controls on exports, prices and sanctions restricting or regulating trading with, or the sale or purchase of goods or products to or from, entities in the United States or other jurisdictions relevant to Global Geoscience’s business, any of which could adversely impact Global Geoscience’s sales and profitability. Labour risks Global Geoscience believes that all of its operations have, in general, good relations with their employees. However, there can be no assurance that the Company’s operations will not be affected by labour related problems in the future, such as disputes for pay raises or increased benefits etc. There are risks associated with staff, no matter where located, acting out of their permitted authority and with contractors not acting in accordance with the Company’s policies.
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Insurance and uninsured risks Although Global Geoscience maintains insurance to protect against certain risks in such amounts as it considers to be reasonable, its insurance is unlikely to cover all the potential risks associated with its operations and insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. It is not always possible to obtain insurance against all such risks and the Company may decide not to insure against certain risks because of high premiums or other reasons. Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to the Company or to other companies in the mining industry on acceptable terms. Access to infrastructure Development and mining activities depend on adequate and reliable access to land and infrastructure, including roads, rail crossings, pipeline and services corridors, power sources and water supplies. Security of tenure The maintaining of tenements, obtaining renewals, and grant of tenements or permits (including for both construction and mining operations) depends on Global Geoscience being successful in obtaining statutory approvals for its proposed activities. There can be no assurance that such approvals will be obtained and there is no assurance that new conditions or unexpected conditions will not be imposed. If such approval or not obtained or new or unexpected conditions are imposed, this could have a material adverse impact on Global Geoscience’s operational and financial performance. Litigation Global Geoscience may be involved in litigation and disputes from time to time with its contractors, sub-contractors and other parties. Litigation and disputes can be costly, including amounts payable in respect of judgments and settlements made against, or agreed to by, Global Geoscience. They can also take up significant time and attention from management and the
Global economic conditions Economic conditions, both domestic and global, may affect the performance of Global Geoscience. Adverse changes in macroeconomic conditions, including global and country‐specific growth rates, the cost and availability of credit, the rate of inflation, interest rates, exchange rates, government policy and regulations, general consumption and consumer spending, input costs, employment rates and industrial disruptions, among others, are variables which while generally outside the control of Global Geoscience and its Directors, may result in material adverse impacts on Global Geoscience’s businesses and its operational and financial performance. Safety management Global Geoscience’s ability to attract new business in the future is dependent on many factors, including Global Geoscience’s ability to demonstrate that it can reliably and safely deliver the
are by their nature among the higher risk activities undertaken. If one or more accidents were to occur at one of its sites, potential clients may be less likely to deal with Global Geoscience. A general deterioration in Global Geoscience’s safety record could have a material adverse impact on Global Geoscience’s business, including its ability to attract and retain qualified employees or to win future supply contracts. Global Geoscience could also be subject to liability for damages as a result of any such accidents and could incur penalties or fines for violations of applicable safety laws and regulations.
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Underwriting risk Global Geoscience expects to enter into an underwriting agreement with the underwriter, who expects to manage and fully underwrite the Placement, subject to certain terms and
Termination of the underwriting agreement could result in the Offer not proceeding or not raising the anticipated amount of proceeds, and accordingly materially adversely affect Global Geoscience's business, cash flow, financial condition and results of operations. In this event, Global Geoscience may be required to source funding by alternative means, which may result in additional costs (for example, by way of interest payments on debt) and/or restrictions being imposed on the manner in which Global Geoscience may conduct its business and deal with its assets (for example, by way of restrictive covenants binding upon Global Geoscience). Share price fluctuations The market price of the Company’s shares will fluctuate due to various factors, many of which are non‐specific to Global Geoscience, including recommendations by brokers and analysts, Australian and international general economic conditions, inflation rates, interest rates, changes in government, fiscal, monetary and regulatory policies, global geo‐political events and hostilities and acts of terrorism, and investor perceptions. Fluctuations such as these may adversely affect the market price of the Company’s shares. Neither Global Geoscience nor the Directors warrant the future performance of Global Geoscience or any return on an investment in Global Geoscience. Liquidity risk There can be no guarantee of an active market in the shares in Global Geoscience or that the price of the shares in Global Geoscience will increase. There may be relatively few potential buyers or sellers of Global Geoscience's shares on the ASX at any time. This may increase the volatility of the market price of Global Geoscience's shares. It may also affect the prevailing market price at which shareholders are able to sell their shares in Global Geoscience. Dilution The Offer is being conducted by way of an Institutional Placement under Part 6D of the Corporations Act to “sophisticated investors” and “professional investors” (within the meaning of sub- sections 708(8) and 708(11) of the Act respectively). As such, not all existing Global Geoscience shareholders will be provided the opportunity to participate in the Offer either to the full extent of the pro rata shareholding or at all. The percentage holdings in Global Geoscience of these affected shareholders will be diluted by the Placement from both an ownership and value perspective. Political risk, war and terrorism, force majeure and sovereign risk Global Geoscience’s operations could be affected by political instability in Australia, the United States or other countries or jurisdictions in which it has operations, investment interests, or conducts exploration activities. Global Geoscience is therefore subject to the risk that it may not be able to carry out its operations as it intends or to ensure the security of its assets and its people (particularly those located outside of Australia). Given its geographic footprint, Global Geoscience is subject to the risk of, among other things, loss of revenue, property and equipment as a result of expropriation, war, insurrection, civil disturbance, acts of terrorism and geopolitical uncertainty. The effect of these risks is difficult to predict and any combination of
risks (such as natural disasters). Accounting standards Australian accounting standards are set by the Australian Accounting Standards Board (AASB) and are outside Global Geoscience’s control. Changes to accounting standards issued by AASB could materially adversely affect the financial performance and position reported in Global Geoscience’s financial statements.
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This document does not constitute an offer of new ordinary shares (“New Shares”) of the Company in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the New Shares may not be offered or sold, in any country outside Australia except to the extent permitted below. Canada (British Columbia, Ontario and Quebec provinces) This document constitutes an offering of New Shares only in the Provinces of British Columbia, Ontario and Quebec (the Provinces) and to those persons to whom they may be lawfully distributed in the Provinces, and only by persons permitted to sell such New Shares. This document is not, and under no circumstances is to be construed as, an advertisement or a public offering of securities in the Provinces. This document may
No securities commission or similar authority in the Provinces has reviewed or in any way passed upon this document, the merits of the New Shares or the offering of New Shares and any representation to the contrary is an offence. No prospectus has been, or will be, filed in the Provinces with respect to the offering of New Shares or the resale of such securities. Any person in the Provinces lawfully participating in the offer will not receive the information, legal rights or protections that would be afforded had a prospectus been filed and receipted by the securities regulator in the applicable Province. Furthermore, any resale of the New Shares in the Provinces must be made in accordance with applicable Canadian securities laws which may require resales to be made in accordance with exemptions from dealer registration and prospectus requirements. These resale restrictions may in some circumstances apply to resales of the New Shares outside Canada and, as a result, Canadian purchasers should seek legal advice prior to any resale of the New Shares. GSC as well as its directors and officers may be located outside Canada and, as a result, it may not be possible for purchasers to effect service of process within Canada upon GSC or its directors or officers. All or a substantial portion of the assets of GSC and such persons may be located outside Canada and, as a result, it may not be possible to satisfy a judgment against GSC or such persons in Canada or to enforce a judgment obtained in Canadian courts against GSC or such persons outside Canada. Any financial information contained in this document has been prepared in accordance with Australian Accounting Standards and also comply with International Financial Reporting Standards and interpretations issued by the International Accounting Standards Board. Unless stated otherwise, all dollar amounts contained in this document are in Australian dollars. Statutory rights of action for damages and rescission Securities legislation in certain of the Provinces may provide purchasers with, in addition to any other rights they may have at law, rights of rescission or to damages, or both, when an offering memorandum that is delivered to purchasers contains a misrepresentation. These rights and remedies must be exercised within prescribed time limits and are subject to the defenses contained in applicable securities legislation. Prospective purchasers should refer to the applicable provisions of the securities legislation of their respective Province for the particulars of these rights or consult with a legal adviser. The following is a summary of the statutory rights of rescission or to damages, or both, available to purchasers in Ontario. In Ontario, every purchaser of the New Shares purchased pursuant to this document (other than (a) a "Canadian financial institution" or a "Schedule III bank" (each as defined in NI 45-106), (b) the Business Development Bank of Canada or (c) a subsidiary of any person referred to in (a) or (b) above, if the person owns all the voting securities of the subsidiary, except the voting securities required by law to be owned by the directors of that subsidiary) shall have a statutory right of action for damages and/or rescission against GSC if this document or any amendment thereto contains a misrepresentation. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against
this document contains a misrepresentation, a purchaser who purchases the New Shares during the period of distribution shall be deemed to have relied on the misrepresentation if it was a misrepresentation at the time of purchase and has a right of action for damages or, alternatively, may elect to exercise a right of rescission against GSC, provided that (a) GSC will not be liable if it proves that the purchaser purchased the New Shares with knowledge of the misrepresentation; (b) in an action for damages, GSC is not liable for all or any portion of the damages that GSC proves does not represent the depreciation in value of the New Shares as a result of the misrepresentation relied upon; and (c) in no case shall the amount recoverable exceed the price at which the New Shares were offered. Section 138 of the Securities Act (Ontario) provides that no action shall be commenced to enforce these rights more than (a) in the case of any action for rescission, 180 days after the date of the transaction that gave rise to the cause of action or (b) in the case of any action, other than an action for rescission, the earlier of (i) 180 days after the purchaser first had knowledge of the fact giving rise to the cause of action or (ii) three years after the date of the transaction that gave rise to the cause of action. These rights are in addition to and not in derogation from any other right the purchaser may have. Certain Canadian income tax considerations. Prospective purchasers of the New Shares should consult their own tax adviser with respect to any taxes payable in connection with the transaction, holding or disposition
Provinces. Language of documents in Canada. Upon receipt of this document, each investor in Canada hereby confirms that it has expressly requested that all documents evidencing or relating in any way to the sale of the New Shares (including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only. Par la réception de ce document, chaque investisseur canadien confirme par les présentes qu’il a expressément exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d’achat ou tout avis) soient rédigés en anglais seulement.
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Hong Kong WARNING: This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). No action has been taken in Hong Kong to authorise or register this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the New Shares have not been and will not be offered or sold in Hong Kong other than to "professional investors" (as defined in the SFO). No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors (as defined in the SFO and any rules made under that ordinance). No person allotted New Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities. The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice. New Zealand This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the "FMC Act"). The New Shares are not being offered to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the FMC Act and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016. The New Shares may only be offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) to a person who:
Norway This document has not been approved by, or registered with, any Norwegian securities regulator under the Norwegian Securities Trading Act of 29 June 2007. Accordingly, this document shall not be deemed to constitute an offer to the public in Norway within the meaning of the Norwegian Securities Trading Act of 2007. The New Shares may not be offered or sold, directly or indirectly, in Norway except to "professional clients" (as defined in Norwegian Securities Regulation of 29 June 2007 no. 876 and including non-professional clients having met the criteria for being deemed to be professional and for which an investment firm has waived the protection as non-professional in accordance with the procedures in this regulation). Singapore This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, circulated or distributed, nor may the New Shares be
Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the SFA), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA. This document has been given to you on the basis that you are (i) an existing holder of GSC’s shares, (ii) an "institutional investor" (as defined in the SFA) or (iii) a "relevant person" (as defined in section 275(2) of the SFA). In the event that you are not an investor falling within any of the categories set out above, please return this document immediately. You may not forward or circulate this document to any other person in Singapore. Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire New
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United Kingdom Neither this document nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA")) has been published or is intended to be published in respect of the New Shares. This document is issued on a confidential basis to "qualified investors" (within the meaning of section 86(7) of the FSMA) in the United Kingdom, and the New Shares may not be offered or sold in the United Kingdom by means of this document, any accompanying letter or any other document, except in circumstances which do not require the publication of a prospectus pursuant to section 86(1) of the FSMA. This document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom. Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the issue or sale of the New Shares has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of the FSMA does not apply to the Company. In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals)
associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together "relevant persons"). The investments to which this document relates are available only to, and any offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
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This presentation has been prepared as a summary only and does not contain all information about Global Geoscience Limited’s (“Global” or “the Company”) assets and liabilities, financial position and performance, profits and losses, prospects, and the rights and liabilities attaching to Global’s securities. The securities issued by Global are considered speculative and there is no guarantee that they will make a return on the capital invested, that dividends will be paid on the shares or that there will be an increase in the value of the shares in the future. Global does not purport to give financial or investment advice. No account has been taken of the objectives, financial situation or needs of any recipient of this
securities issued by Global are an appropriate investment for them in light of their personal circumstances, including their financial and taxation position. Investors should make and rely upon their own enquiries before deciding to acquire or deal in the Company's securities.
Forward Looking Statements
Various statements in this presentation constitute statements relating to intentions, future acts and events which are generally classified as “forward looking statements”. These forward looking statements are not guarantees or predictions of future performance and involve known and unknown risks, uncertainties and other important factors (many of which are beyond the Company’s control) that could cause those future acts, events and circumstances to differ materially from what is presented or implicitly portrayed in this presentation. For example, future reserves described in this presentation may be based, in part,
may materially affect the timing or feasibility of particular developments. Words such as “anticipates”, “expects”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “potential” and similar expressions are intended to identify forward- looking statements. Global cautions security holders and prospective security holders to not place undue reliance on these forward-looking statements, which reflect the view of Global only as of the date of this presentation. The forward-looking statements made in this presentation relate only to events as of the date on which the statements are made. Except as required by applicable regulations or by law, Global does not undertake any obligation to publicly update or review any forward- looking statements, whether as a result of new information or future events. Past performance cannot be relied on as a guide to future performance.
Competent Persons Statement
The information in this report that relates to Exploration Results is based on information compiled by Bernard Rowe, a Competent Person who is a Member of the Australian Institute of Geoscientists. Bernard Rowe is a shareholder, employee and Managing Director of Global Geoscience Ltd. Mr Rowe 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 ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Bernard Rowe consents to the inclusion in the report of the matters based on his information in the form and context in which it appears. In respect of Mineral Resources referred to in this presentation and previously reported by the Company in accordance with JORC Code 2012, the Company confirms that it is not aware of any new information or data that materially affects the information included in the public report titled “Global Geoscience Doubles High-Grade Lithium-Boron Mineral Resource” dated 31 October 2017 and released
in that report. All material assumptions and technical parameters underpinning the estimates in the report continue to apply and have not materially changed.
No offer of securities
Nothing in this presentation should be construed as either an offer to sell or a solicitation of an offer to buy or sell Global securities in any jurisdiction, or be treated or relied upon as a recommendation or advice by Global.
Reliance on third party information
The views expressed in this presentation contain information that has been derived from publicly available sources that have not been independently verified. No representation or warranty is made as to the accuracy, completeness or reliability of the information. This presentation should not be relied upon as a recommendation
Note: All $’s are US$’s except where otherwise noted.