07-13 ASIC takes action against directors of Melbourne mining company
Tuesday 23 January 2007
ASIC has commenced proceedings against Melbourne-based Mining Projects Group Limited and its Executive Chairman, Mr Bryan Frost, and Executive Director, Mr Richard Revelins, for allegedly making misleading or deceptive statements to the market.
Mining Projects Group Limited (formerly known as Yamarna Goldfields Limited) is a mineral resource, exploration and investment company listed on the Australian Stock Exchange (ASX).
ASIC has issued proceedings in the Federal Court in Melbourne seeking declarations that the company, Mr Frost and Mr Revelins engaged in misleading or deceptive conduct, and that Mr Frost and Mr Revelins breached their duties as directors in relation to an announcements the company made to the ASX on 15 August 2005 and 19 August 2005.
ASIC alleges that in making the announcement Mr Frost and Mr Revelins failed to exercise their duties as directors with a reasonable degree of care and diligence and failed to exercise their powers in good faith in the best interests of the company.
It is also alleged that Mr Frost and Mr Revelins traded in the shares of the company immediately following the release of the announcement. ASIC is seeking declarations that Mr Frost and Mr Revelins engaged in insider trading and misused information available to them by virtue of their positions as company directors.
In the announcement to the ASX on 15 August 2005 it was claimed:
Historical exploration work supported by geological and geochemical studies conducted by various academic and Government bodies has shown Niue Island to be prospective for gold, silver, copper, zinc and uranium mineralisation,
Conceptual greenfields exploration programs such as those being proposed for Niue Island have in recent years successfully led to very large discoveries such as the Olympic Dam Copper/Gold Uranium Deposit, which is the world’'s single largest known reservoir of uranium,
The conceptual geological model being explored at Niue Island has the potential to host uranium mineralisation or equal or greater quantity [than the Olympic Dam Copper / Gold Uranium Deposit],
The company is proposing to carry out an exploration program leading to drilling which is designed to intersect sites where the mineralisation can be expected to be concentrated and to have formed ore deposits, and
Intersection of economic grades is a key step towards an expanded program of drilling to prove tonnage and grade and to initiate preparation of a statement of impact of mining on Niue to accompany an application to convert the current Prospecting Licence to a Mining Lease.
ASIC is alleging that the 15 August 2005 announcement was misleading or deceptive as:
Historical exploration work available to the company did not support the presence of uranium mineralisation.
There is no geological association between the Olympic Dam Deposit and its exploration model and the model proposed for Niue Island; they reflect different styles of mineralisation.
The company did not have reasonable grounds for representing that:
the conceptual geological model being explored at Niue Island had the potential to host uranium mineralisation of equal or greater quantity than the Olympic Dam Copper/Gold Uranium Deposit or that;
uranium mineralisation could be expected to be concentrated or to have formed ore deposits on Niue Island.
The company did not have:
a proposal in place to carry out an exploration program leading to drilling, but rather, had formed no view about whether such an exploration program would be carried out;
any information to support an expectation of concentrated mineralisation or of mineralisation having formed ore deposits.
By describing intersection of economic grades as a key step towards, amongst other things, initiating preparation of a statement of impact of mining; and referring to ‘the current Prospecting Licence’ possibly being converted to a mining lease, the announcement represented a greater level of certainty and advancement in the development of the project than in fact was the case.
ASIC alleges that in authorising the announcement on 15 August 2005 and a subsequent announcement on 19 August 2005, Mr Frost and Mr Revelins failed to exercise their duties as directors with a reasonable degree of care and diligence and failed to exercise their powers in good faith in the best interests of the company.
It is also alleged that Mr Frost and Mr Revelins traded in the shares of the company immediately following the release of the announcement on 15 August 2005. ASIC is seeking declarations that Mr Frost and Mr Revelins engaged in insider trading and misused information available to them by virtue of their positions as company directors.
On 28 October 2005, the company issued another announcement to the ASX stating that, amongst other things:
after completing a detailed technical evaluation of existing and new data from the Niue Islands Mineral Project, the company had elected to withdraw from its option, and
as a result of this evaluation, the company had concluded that there was insufficient objective evidence to support continuing expenditure on the project.
ASIC is seeking the imposition of civil penalties against Mr Frost and Mr Revelins and their disqualification from managing corporations.
ASIC commenced its investigation following a referral from the ASX.
The matter is listed for hearing at the Federal Court in Melbourne on [date].20 February 2007.