Announcement • Sep 24
Sierra Rutile Holdings Limited Announces Board Changes Sierra Rutile Holdings Limited (Sierra Rutile or the company) announced, following the announcement that Leonoil Company Limited (Leonoil) has acquired a relevant interest in more than 90% of the shares in the company and has commenced the process for compulsory acquisition of the minorities, that Mr. Graham Davidson and Mr. Jan Joubert have resigned from the Board, effective 23 September 2024. Mr. Mohamed Cole, recently appointed as a Leonoil Board representative, has now been appointed Chairman of the Sierra Rutile Board, effective 20 September 2024. He replaces Mr. Greg Martin, who will continue to serve as an independent non-executive director on the Board. As a result, the Board will now be comprised of the three recently appointed Leonoil representatives, Mr. Mohamed Cole, Mr. Ibrahim Cole and Mr. Patrick Lambert, together with Sierra Rutile's Managing Director and Chief Executive Officer, Mr. Theuns de Bruyn, and existing independent non-executive directors, Mr. Greg Martin and Mr. Patrick O'Connor. Announcement • Sep 18
Sierra Rutile Holdings Limited Announces Board Appointments Sierra Rutile announced the appointment of Mr. Mohamed Cole, Mr. Ibrahim Cole and Mr. Patrick Lambert to the Board of Sierra Rutile effective September 18, 2024. Announcement • Sep 06
Sierra Rutile Holdings Limited Announces Changes to the Board of Directors Sierra Rutile Holdings Limited announced, following September 4, 2024 announcement that Leonoil Company Limited (Leonoil) has acquired a relevant interest in more than 50% of the shares in the Company, that Mr. Mohamed Cole, Mr. Ibrahim Cole and Mr. Patrick Lambert will, subject to the provision of their consents to act, be appointed to the Board of Directors at the request of Leonoil. Separately, Mr. Martin Alciaturi, Sierra Rutile's Finance Director, has advised the Company of his intention to retire from his executive role effective 6 December 2024. To facilitate appointment of the Leonoil representatives to the Board in the shorter-term, Mr. Martin Alciaturi will step down from the Board immediately. Following the above changes, the Board will be comprised of the three new Leonoil representatives together with Managing Director Mr. Theuns de Bruyn, current Chairman Mr. Greg Martin, and existing independent non-executive directors, Mr. Graham Davidson, Mr. Patrick O'Connor and Mr. Jan Joubert. Leonoil retains its rights in relation to Board composition under the Bid Implementation Agreement between Leonoil and the Company. Announcement • Jul 29
Gemcorp Commodities Assets Holdings Limited cancelled the acquisition of remaining 80.12% stake in Sierra Rutile Holdings Limited (ASX:SRX). Gemcorp Commodities Assets Holdings Limited proposed to acquire remaining 80.12% stake in Sierra Rutile Holdings Limited (ASX:SRX) for AUD 54.4 million on July 1, 2024. A cash consideration valued at AUD 0.16 per share and will be paid by Gemcorp Commodities Assets Holdings Limited for 424,453,918 shares. The transaction is subject to approval by regulatory board / committee. The deal has been unanimously approved by the board. The expected completion of the transaction is August 16, 2024. The termination fee for both parties will be AUD 0.59952 million.
Poynton Stavrianou Pty Ltd acted as financial advisor and Hamilton Locke Pty Ltd acted as legal advisor to Gemcorp. Gresham Advisory Partners Limited acted as financial advisor and King & Wood Mallesons, Australia Branch acted as legal advisor to Sierra Rutile.
Gemcorp Commodities Assets Holdings Limited cancelled the acquisition of remaining 80.12% stake in Sierra Rutile Holdings Limited (ASX:SRX) on July 29, 2024. Board Change • Jul 08
Less than half of directors are independent There are 7 new directors who have joined the board in the last 3 years. Of these new board members, 3 were independent directors. The company's board is composed of: 7 new directors. No experienced directors. No highly experienced directors. 3 independent directors (4 non-independent directors). Independent Chair Greg Martin is the most experienced director on the board, commencing their role in 2022. Independent Non-Executive Director Patrick O'Connor was the last independent director to join the board, commencing their role in 2023. The following issues are considered to be risks according to the Simply Wall St Risk Model: Minority of independent directors. Lack of board continuity. Lack of experienced directors. Announcement • Jul 02
Gemcorp Commodities Assets Holdings Limited proposed to acquire remaining 80.12% stake in Sierra Rutile Holdings Limited (ASX:SRX) for AUD 54.4 million. Gemcorp Commodities Assets Holdings Limited proposed to acquire remaining 80.12% stake in Sierra Rutile Holdings Limited (ASX:SRX) for AUD 54.4 million on July 1, 2024. A cash consideration valued at AUD 0.16 per share and will be paid by Gemcorp Commodities Assets Holdings Limited for 424,453,918 shares. The transaction is subject to approval by regulatory board / committee. The deal has been unanimously approved by the board. The expected completion of the transaction is August 16, 2024.
Poynton Stavrianou Pty Ltd acted as financial advisor and Hamilton Locke Pty Ltd acted as legal advisor to Gemcorp. Gresham Advisory Partners Limited acted as financial advisor and King & Wood Mallesons, Australia Branch acted as legal advisor to Sierra Rutile. Announcement • May 17
Sierra Rutile Holdings Limited Announces Directorate Appointments Sierra Rutile Holdings Limited at its AGM held on May 16, 2024, approved election of election of Mr. Jan Joubert and Wara Serry-Kamal directors. Announcement • Apr 09
PRM Services LLC canceled the acquisition of remaining 88.54% stake in Sierra Rutile Holdings Limited (ASX:SRX) from Samuel Terry Absolute Return Fund managed by Samuel Terry Asset Management Pty Ltd, Perpetual Limited (ASX:PPT), Ecsson Investments Limited, Rockbridge Overseas Limited, Mano Mining And Logistics Limited, Assaad Yazbeck and Joseph Yazbeck. PRM Services LLC made an offer to acquire remaining 88.54% stake in Sierra Rutile Holdings Limited (ASX:SRX) from Samuel Terry Absolute Return Fund managed by Samuel Terry Asset Management Pty Ltd, Perpetual Limited (ASX:PPT), Ecsson Investments Limited, Rockbridge Overseas Limited, Mano Mining And Logistics Limited, Assaad Yazbeck and Joseph Yazbeck for AUD 35.7 million on March 20, 2024. PRM has offered to acquire all the shares of Sierra at AUD 0.095 per share. PRM already holds 11.46% of SRX Shares. The transaction will be funded from existing cash reserves held by PRM. Sierra Rutile Holdings Limited has recommended to take no action in relation to the on-market takeover offer. The Board of Sierra will consider the Offer and the Bidder's Statement and provide a recommendation to Sierra Rutile shareholders in due course. The deal is expected to close on May 5, 2024. Gadens is acting as the legal advisor to PRM Services LLC. Computershare Investor Services 2004 (proprietary) Limited acted as registrar, and Gresham Advisory Partners Limited acted as financial advisor to Sierra Rutile Holdings Limited (ASX:SRX).PRM Services LLC canceled the acquisition of remaining 88.54% stake in Sierra Rutile Holdings Limited (ASX:SRX) from Samuel Terry Absolute Return Fund managed by Samuel Terry Asset Management Pty Ltd, Perpetual Limited (ASX:PPT), Ecsson Investments Limited, Rockbridge Overseas Limited, Mano Mining And Logistics Limited, Assaad Yazbeck and Joseph Yazbeck on April 8, 2024. Board of directors of Sierra Rutile Holdings Limited rejected the offer. Nigel Hunt and Perth of King & Wood Mallesons, Australia Branch acted as legal advisor to Sierra Rutile Holdings Limited. Announcement • Mar 29
Sierra Rutile Holdings Limited to Report First Half, 2024 Results on Aug 22, 2024 Sierra Rutile Holdings Limited announced that they will report first half, 2024 results on Aug 22, 2024 Announcement • Mar 23
Sierra Rutile Holdings Limited Receives a Notice from Samuel Terry Asset Management Pty Ltd On March 22,2024, Sierra Rutile Holdings Limited announced that it has received a notice stated to be under section 249N of the Corporations Act 2001 from Samuel Terry Asset Management Pty Ltd as trustee for Samuel Terry Absolute Return Fund (STAM) which holds at least 5% of the votes that may be cast at a general meeting of the Company. STAM has given notice to the Company that it proposes to move 2 resolutions at the next general meeting of the Company, of which is proposed: (1) for the appointment of David Birrell as director of the Company; (2) for the removal of Gregory Martin as director of the Company. STAM states that the request also constitutes notice for the purposes of section 203D(2) of the Corporations Act. Announcement • Mar 21
PRM Services LLC made an offer to acquire remaining 88.54% stake in Sierra Rutile Holdings Limited (ASX:SRX) from Samuel Terry Absolute Return Fund managed by Samuel Terry Asset Management Pty Ltd, Perpetual Limited (ASX:PPT), Ecsson Investments Limited, Rockbridge Overseas Limited, Mano Mining And Logistics Limited, Assaad Yazbeck and Joseph Yazbeck for AUD 35.7 million. PRM Services LLC made an offer to acquire remaining 88.54% stake in Sierra Rutile Holdings Limited (ASX:SRX) from Samuel Terry Absolute Return Fund managed by Samuel Terry Asset Management Pty Ltd, Perpetual Limited (ASX:PPT), Ecsson Investments Limited, Rockbridge Overseas Limited, Mano Mining And Logistics Limited, Assaad Yazbeck and Joseph Yazbeck for AUD 35.7 million on March 20, 2023. PRM has offered to acquire all the shares of Sierra at AUD 0.095 per share. PRM already holds 11.46% of SRX Shares. The transaction will be funded from existing cash reserves held by PRM. Sierra Rutile Holdings Limited has recommended to take no action in relation to the on-market takeover offer. The Board of Sierra will consider the Offer and the Bidder's Statement and provide a recommendation to Sierra Rutile shareholders in due course. The deal is expected to close on May 5, 2024. Gadens is acting as the legal advisor to PRM Services LLC. Announcement • Mar 09
Sierra Rutile Holdings Limited, Annual General Meeting, May 23, 2024 Sierra Rutile Holdings Limited, Annual General Meeting, May 23, 2024, at 14:00 W. Australia Standard Time. Reported Earnings • Feb 29
Full year 2023 earnings: Revenues miss analyst expectations Full year 2023 results: Revenue: US$176.3m (down 31% from FY 2022). Net loss: US$20.1m (down 127% from profit in FY 2022). Revenue missed analyst estimates by 4.7%. Revenue is forecast to grow 17% p.a. on average during the next 2 years, compared to a 1.2% growth forecast for the Metals and Mining industry in Australia. Announcement • Dec 14
Sierra Rutile Holdings Limited Revises Production Guidance for the Year 2023 Sierra Rutile Holdings Limited revised production guidance for the year 2023. For the year, the company expects production of 111kt to 113kt of rutile. New Risk • Oct 30
New major risk - Revenue and earnings growth Earnings are forecast to decline by an average of 7.5% per year for the foreseeable future. This is considered a major risk. Ultimately, shareholders want to see a good return on their investment and that generally comes from sharing in the company's profits. If profits are expected to decline, then in most cases the share price will decline over time as well. In addition, if the company pays dividends it will also likely need to reduce or cut them, striking a dual blow to total shareholder returns. Currently, the following risks have been identified for the company: Major Risks Earnings are forecast to decline by an average of 7.5% per year for the foreseeable future. High level of non-cash earnings (53% accrual ratio). Minor Risks Profit margins are more than 30% lower than last year (9.0% net profit margin). Market cap is less than US$100m (AU$74.2m market cap, or US$47.0m). Announcement • Sep 01
Sierra Rutile Holdings Limited Appoints Patrick O'Connor as an Independent Non-Executive Director Sierra Rutile Holdings Limited announced the appointment of Mr. Patrick O'Connor as an independent Non-Executive Director of the Company. Mr. O'Connor is an experienced non-executive director and resources senior executive across a wide range of industries, including mining (gold, copper, lead, zinc, tin and coal), oil & gas exploration, biotechnology and government utilities. He is currently the Non-Executive Chairman of FAR Limited and a Non-Executive Director of Metals X Limited. Mr. O'Connor was previously a Non-Executive Director of Stanmore Coal Ltd. In addition, he has held the roles of Deputy Chairman and Chairman of Perilya Ltd, the operator of the BrokenHill mine in NSW Australia, prior to its $250 million plus takeover. Mr. O'Connor spent nine years as a director of the Water Corporation in WA, including four years as its chairman. Mr. O'Connor was also the Chief Executive Officer for OceanaGold Corporation at the time of its listing on the ASX and served for a period as a Non-Executive Director. Prior to OceanaGold, Mr. O'Connor was Managing Director of Macraes Mining Co Ltd. for nine years. Mr. O'Connoris a Fellow of the Australian Institute of Company Directors and holds a Bachelor of Commerce (Accounting). Major Estimate Revision • Aug 30
Consensus EPS estimates increase by 81%, revenue downgraded The consensus outlook for fiscal year 2023 has been updated. 2023 revenue forecast fell from US$228.8m to US$222.2m. EPS estimate rose from US$0.017 to US$0.03. Net income forecast to shrink 58% next year vs 18% growth forecast for Metals and Mining industry in Australia . Consensus price target up from AU$0.60 to AU$0.65. Share price rose 2.6% to AU$0.20 over the past week. Announcement • Aug 24
Sierra Rutile Holdings Limited Provides Production Guidance for the Year 2023 Sierra Rutile Holdings Limited provided production guidance for the year 2023. For the year, the company expects production of 124 kt to126 kt of rutile. New Risk • Aug 24
New major risk - Earnings quality The company has a high level of non-cash earnings. Accrual ratio: 53% This is considered a major risk. Non-cash earnings can arise from many different things. However, if a company consistently has a high level of non-cash earnings, it may be a sign that they are recognizing revenue from customers before the full value of the sales are received as cash or they are not depreciating the value of their assets appropriately. These are practices that inflate earnings, while not providing a similar increase to cash flows. Companies in some select industries naturally have a high level of non-cash earnings and it is not a major concern. However, in the worst case scenario it can be an early sign of performance manipulation by management. Currently, the following risks have been identified for the company: Major Risk High level of non-cash earnings (53% accrual ratio). Minor Risks Profit margins are more than 30% lower than last year (9.0% net profit margin). Market cap is less than US$100m (AU$84.8m market cap, or US$54.7m). Reported Earnings • Aug 24
First half 2023 earnings released First half 2023 results: EPS: US$0. Net loss: US$638.0k (flat on 1H 2022). Revenue is expected to decline by 21% p.a. on average during the next 3 years, while revenues in the Metals and Mining industry in Australia are expected to grow by 2.3%. Major Estimate Revision • Jul 29
Consensus EPS estimates fall by 85% The consensus outlook for earnings per share (EPS) in fiscal year 2023 has deteriorated. 2023 revenue forecast decreased from US$253.6m to US$229.0m. EPS estimate also fell from US$0.13 per share to US$0.02 per share. Net income forecast to shrink 92% next year vs 2.0% decline forecast for Metals and Mining industry in Australia. Consensus price target down from AU$0.59 to AU$0.58. Share price fell 4.3% to AU$0.22 over the past week. Board Change • Mar 08
High number of new and inexperienced directors There are 5 new directors who have joined the board in the last 3 years. The company's board is composed of: 5 new directors. No experienced directors. No highly experienced directors. Independent Chair Greg Martin is the most experienced director on the board, commencing their role in 2022. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of board continuity. Lack of experienced directors. Board Change • Dec 30
Less than half of directors are independent Following the recent departure of a director, there are only 3 independent directors on the board. The company's board is composed of: 3 independent directors. 4 non-independent directors. Independent Non-Executive Director Graham Davidson was the last independent director to join the board, commencing their role in 2022. The company's minority of independent directors is a risk according to the Simply Wall St Risk Model. Announcement • Dec 19
Sierra Rutile Holdings Limited(ASX:SRX) dropped from FTSE All-World Index (USD) Sierra Rutile Holdings Limited(ASX:SRX) dropped from FTSE All-World Index (USD) Announcement • Nov 10
Sierra Rutile Holdings Limited Announces Resignation of Sophie Raven as Joint Company Secretary Sierra Rutile Holdings Limited advised that Ms Sophie Raven has resigned as Joint Company Secretary, with immediate effect. Announcement • Sep 02
Sierra Rutile Holdings Limited Announces Commencement of the Definitive Feasibility Study for the Proposed Development of its 100% Owned Sembehun Project in Sierra Leone Sierra Rutile Holdings Limited announced commencement of the Definitive Feasibility Study (DFS) for the proposed development of its 100% owned Sembehun project (Sembehun). Sembehun is located in Sierra Leone in close proximity to the Company's existing mining operations, and is one of the larger and higher grade natural rutile deposits in the world. The Preliminary Feasibility Study in relation to Sembehun contemplated mining the rutile, ilmenite and zircon mineral sands hosted within the five deposits in Mine Lease Area 5 (MLA 5), that is (Kamatipa, Komende, Benduma, Dodo, and Kibi). Expansion into MLA 5 would contribute approximately 13.6 million tonnes (Mt) of ore per annum and expand Sierra Rutile's operating Life of Mine (LOM) by approximately 13 years. The DFS is expected to take approximately 12 months to complete which would allow Sierra Rutile to reach a final investment decision for Sembehun in late 2023. The DFS and associated works will be funded from existing cash reserves and operating cashflow. The 2022 capital expenditure guidance of US$41m contained in the demerger booklet included costs allocated for undertaking the DFS. Sierra Rutile has appointed consulting engineers Hatch Limited to undertake the study work, which will build upon the Pre-Feasibility Study completed by Hatch earlier this year. Hatch's scope of work will include updated designs for open pit mine, wet concentration plants and magnetic separation plant at the Mineral Separation Plant, Tailings Storage Facility and associated infrastructure, as well as including operational readiness planning. Supporting study packages to inform the DFS include Resources and Reserve sign-off, hydrogeological modelling, hydrology & water balance, tailings modelling, process waterdam designs, ecological reserve estimation, storm water management, sediment and geomorphology studies. Other components of the DFS will include a Relocation Action Plan and Environmental Social and Health Impact Assessment as well as establishing a health clinic on site. A phased development approach is planned to leverage the significant existing infrastructure in place at the Company's Area 1 operations, and integrate the potential development of Sembehun with the remainder of operations at Area 1. This approach aims to minimize Sembehun pre-production capital expenditure and maximise Sierra Rutile's ability to utilize cash flows generated from Area 1 to assist in funding the development of Sembehun. Board Change • Jul 28
Less than half of directors are independent No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 2 experienced directors. 3 highly experienced directors. 2 independent directors (3 non-independent directors). Senior Independent Non-Executive Director Richard Lister was the last independent director to join the board, commencing their role in 2012. The following issues are considered to be risks according to the Simply Wall St Risk Model: Minority of independent directors. Insufficient board refreshment. 