Minera Gold Limited (Subject to Deed of Company Arrangement) ACN (the Company)

Transcription

1 25 May 2016 To Creditors as Addressed Dear Sir/Madam Minera Gold Limited (Subject to Deed of Company Arrangement) ACN (the Company) I refer to my appointment as Voluntary Administrator of the Company on 25 August 2015, pursuant to Section 436A of the Corporations Act 2001 (the Act) and to my subsequent appointment as Deed Administrator on 15 October Defined terms used in this circular are as per previous reports to creditors, unless otherwise stated. I am now in a position to reconvene the meeting of creditors, which was initially convened pursuant to Section 445F of the Act and clause 18.2 of the existing Deed of Company Arrangement executed on 15 October 2015 (Existing DOCA), and adjourned on a number of occasions, most recently on 11 May 2016 to 3 June Creditors will recall that the most recent adjournment was provided in order for Andina to obtain indicative approval from the ASX in respect of its restructuring and recapitalisation proposal. On 24 May 2016 Andina s lawyer received a letter from the ASX in respect of its submission dated 22 April 2016, which confirmed, based solely on the information detailed in the submission, that: Listing Rules 10.1, and 11.2 do not apply to the transfer of the Torrecillas Gold Project Companies to Andina; and Listing Rules and do not apply to the restructuring. While this letter is a positive indication that the Andina DOCA is capable of being implemented, the ASX also foreshadowed further correspondence regarding the conditions to be satisfied before the Company s reinstatement to the ASX. Until that letter is received there remains a level of uncertainty regarding the ability to implement the Andina DOCA. As noted in previous reports and correspondence to creditors, without any improved certainty regarding the ability to implement the DOCA proposed by Andina, the Deed Administrator is not in a position to consider recommending this proposal to creditors. Accordingly, at this time the Deed Administrator s recommendation to creditors that the Company be liquidated, remains unchanged.

2 In this regard, I report to creditors under the following headings: 1 Reconvened meeting of creditors 2 Update on DOCA variation proposals 3 Trustee 4 DOCA Returns 5 Liquidation 6 Comparison of Returns 7 Recommendation 8 Remuneration 9 Further information Attachments to this letter are described in the table below: Annexure Document Description A B C D Notice of meeting of creditors Formal proof of debt (form 535) Appointment of proxy (form 532) Remuneration Report Refer to section 1 of this circular. Please note that the meeting is to be held on Friday, 3 June 2016 commencing at 2:00pm (AWST). You should arrive for registration at least 30 minutes prior to the meeting. A person is not entitled to vote at the meeting unless they provide particulars of the debt or claim before the meeting. All creditors must furnish full details of their claims, indicating whether they rank as secured, preferential or unsecured, and whether they claim title to any goods supplied to the Company or any lien over goods in their possession which are the property of the Company. You do not need to resubmit a Form 535 if you have previously done so. This form enables you to appoint a person to act on your behalf at the meeting. Refer to section 8 of this circular. 2

3 1 Reconvened meeting of creditors At the reconvened creditors meeting held on 11 May 2016, it was resolved to further adjourn the meeting to 3 June 2016 in order to allow further time for the existing DOCA proponent, Andina, to obtain indicative ASX approval. In accordance with that resolution, I provide notice of the reconvened creditors meeting as follows: Date: Friday, 3 June 2016 Time: 2:00pm (AWST), registration from 1:30pm (AWST) Location: Ferrier Hodgson, Level 28, 108 St Georges Terrace PERTH WA 6000 Teleconference facilities will be made available upon request for those creditors who are unable to attend in person. Please contact this office should you intend on attending the meeting by telephone. I confirm that any costs incurred by you in dialling in to the meeting are not recoverable from the Company or Deed Administrator. In accordance with Corporations Regulation A, creditors attending the meeting by telephone are required to provide a written statement to the Deed Administrator setting out the appointed proxy, the address to which notices are to be sent, a telephone number at which the proxy may be contacted on and submit a proxy form with the Deed Administrator by 4:00pm (AWST) on Thursday, 2 June Creditors should also note that at the upcoming meeting, I will take the opportunity to obtain creditor approval to appoint Wayne Rushton, a Partner of Ferrier Hodgson, as joint and several Deed Administrator/Trustee of the Creditors Trust or Liquidator of the Company, as the case may be. The purpose of this meeting is to provide creditors with an opportunity to: Consider the Deed Administrator s Circular to Creditors dated 25 May 2016 and any other matters raised relating to the Company s future and then to resolve that either: o The Company terminates the existing DOCA and the Company be placed into liquidation, and Wayne Rushton and Martin Jones be appointed joint and several liquidators; or o The Company varies the terms of the existing DOCA to reflect the terms of the DOCA variation as proposed by Andina Resources Limited and detailed in the Deed Administrator s Reports to Creditors. If the Company is to execute a DOCA variation, to consider, and if thought fit: o o Appoint Wayne Rushton as joint and several Deed Administrator and Trustee of the Creditors Trust; and Approve a provision for the further remuneration of the Deed Administrator(s) and Trustee(s) of the Creditors Trust for the period from execution of the DOCA variation to completion of the DOCA and Creditors Trust. 3

4 If the Company is to be liquidated, to consider, and if thought fit, approve a provision for the future remuneration of the liquidators. And any other business that may be lawfully brought forward. The attached formal proof of debt form and proxy form should be lodged with this office before the meeting and, in any event, no later than 4.00pm (AWST) on the day prior to the meeting. Forms can be sent by facsimile on marked to the attention of Bradley Collins or scanned and ed to bradley.collins@fh.com.au. However, Corporations Regulation A requires lodgement of the original of the proxy form with the Administrator s office within 72 hours of lodging the faxed copy. 2 Update on DOCA variation proposals Creditors are advised that just prior to the reconvened creditors meeting held on 11 May 2016, the trustees of the Long Term Capital Fund (LTCF) formally withdrew their DOCA variation proposal and therefore this option is no longer available to creditors of the Company. On 24 May 2016 Andina s lawyer received a letter from the ASX in respect of its submission dated 22 April 2016, which confirmed, based solely on the information detailed in the submission, that: Listing Rules 10.1, and 11.2 do not apply to the transfer of the Torrecillas Gold Project Companies to Andina; and Listing Rules and do not apply to the Restructuring. While this letter is a positive indication that the Andina DOCA is capable of being implemented, the ASX also foreshadowed further correspondence regarding the conditions to be satisfied for the Company s reinstatement to the ASX. Until that letter is received there remains a level of uncertainty regarding the ability to implement the Andina DOCA. Once the further letter is received from the ASX I will consider the response and issue a supplementary report to creditors. Further, I note that prior to the meeting held on 11 May 2016 some creditors raised specific concerns over the ability to implement Andina s DOCA variation proposal, irrespective of whether ASX approval is obtained or not. To the extent possible, I have sought to address these concerns with Andina, as the DOCA proponent, noting that I remain unfunded and therefore, in accordance with the terms of the Existing DOCA, am not obliged to incur further costs. I summarise below the concerns raised, Andina s responses and the associated risks. 2.1 In-country Creditor / Employee Liabilities Some concerns have been raised regarding the ability of the Peruvian subsidiaries to compromise their liabilities as contemplated under the Andina DOCA variation proposal, in which case the liabilities may be understated in the Company s Peruvian subsidiaries financial statements. Should the level of liabilities prove to be higher than what is currently 4

5 stated, it may impact on the ability of the post-recapitalised entity to satisfy the ASX s requirement for there to be a minimum of A$1 million cash net of liabilities. In this regard, I note that the Andina DOCA variation proposal contemplates contributions from SilverStream of between A$400k and A$1.35 million in order to mitigate any unforeseen liabilities. I note that any further contribution from SilverStream could dilute the equity holdings being made available to other unsecured creditors from 3.6% to 3.3% of the postrecapitalised entity. Otherwise, I note that the incoming directors will be required to sign off on the true and fair nature of the financial statements and any representations made in the associated capital raising documents. Further, those financial statements will be subject to audit prior to the Company s relisting, which will provide a further point of verification prior to the completion of the Andina DOCA. 2.2 Tailings capacity I have recently been advised by a creditor that the San Santiago operations may have littleto-no tailings capacity and that a significant investment may be required to continue operations into the future. Andina has advised that, based on its discussions with management, the tailings capacity has been increased to cover production for the next 12 to 24 months. Andina anticipates that further funds will be allocated out of future cash flow to create a 2 to 4 year solution and a further solution will be developed for the next 5 to 20 years. We are further advised that management is actively investigating and optimising options to enhance its tailings capabilities. To the extent that the proposed short and medium term solutions do not prove to be effective, there is a risk that there will be an increased capital expenditure requirement at the San Santiago tailings dam. 2.3 Valuation of exploration properties There have also been concerns raised over the valuation of the San Santiago exploration properties, which may directly impact on the ability to satisfy the ASX s requirement for the post-recapitalised Company to have a structure and operations that are appropriate for a listed entity. Andina advises that the primary value of the San Santiago assets is tied to the plant and its operating capacity as one of the only copper producing plants in the San Santiago area. The concessions that cover high grade copper development areas are capable of supplying high grade ore to the plant at higher margins with strategic operating partners, potentially adding further value to the assets. On that basis, Andina do not consider this matter to be of significant risk and otherwise, as noted earlier, the incoming directors will be required to sign off on the true and fair nature of 5

6 the financial statements and any representations made in the associated capital raising documents. Further, those financial statements will be subject to audit prior to the Company s relisting, which will provide a further point of verification prior to the completion of the Andina DOCA. 2.4 In-country issues In November 2015, Peruvian management raised an issue concerning the potential inappropriate storage of explosives on site. I had understood that this matter was addressed by the General Manager at the time however I recently received correspondence claiming that some of these explosives remained on site. Andina has advised that the Peruvian subsidiaries have made the appropriate filings with the authorities and are handling the matter as deemed appropriate. Andina and Peruvian management will co-ordinate on this matter, if required. I understand from Andina, that Peruvian management have advised that this is no longer a significant issue. This matter emphasises the need for the Peruvian subsidiaries to be adequately funded to ensure ongoing compliance with the ongoing environmental obligations. 3 Trustee I refer to Section on page 18 of the Administrators 439A Report dated 22 September 2015 which provided the background to the share dispute with Alex Losada-Calderon and other parties. I provide the following brief update in respect of both the Supreme Court and Federal Court proceedings. In respect of the Supreme Court Proceedings, following the decision handed down in our favour on 27 April 2016 I instructed my solicitors to issue a letter of offer to Messrs Mark and Philip Treisman seeking payment of their incurred and unpaid legal costs in respect of these proceedings. The Administrators are otherwise intent on continuing with the proposed examinations, subject to appropriate funding being made available. In respect of the Federal Court Proceedings, the trustees of the LTCF filed a notice of discontinuance for the whole of the proceeding on 5 May I instructed my solicitors to consent to the discontinuance, subject to the trustees of the LTCF agreeing to meet the Company s legal costs of that proceeding. On 23 May 2016, I instructed my solicitors to issue a letter of offer to the trustees of the LTCF seeking payment of the Company s incurred and unpaid legal costs in respect of these proceedings. 6

7 4 DOCA Returns As detailed in my previous report to creditors dated 6 April 2016, under the Andina DOCA variation proposal, it is estimated that the dividend payable to creditors will be distributed as tabled below. Andina DOCA variation High $000s Low $000s DOCA fund Possible antecedent transaction recoveries (net of costs of recovery) Less: Employee entitlements (59) (59) Less: Consultancy costs incurred during VA period (21) (21) Subtotal following payment of priority creditors and costs 1, Less: Legal costs incurred during VA period (122) (122) Less: Voluntary Administrators' remuneration* (450) (450) Less: Deed Administrator s / Trustee's remuneration, including future estimate* (400) (400) Surplus / (shortfall) in DOCA / CT funds available 273 (692) Funds available to unsecured creditors 273 Nil Unsecured creditor claims 12,218 12,218 Estimated dividend - unsecured creditors (shares in the post-recapitalised Company) Estimated dividend - unsecured creditors (cash from litigation recoveries) (c/$) 0.29% of equity per A$1M of creditor claims 0.27% of equity per A$1M of creditor claims 2.24 Nil Estimated dividend - priority employee claims (c/$) Estimated dividend SilverStream (c/$) * The shortfall in available DOCA funds is to be borne in the first instance by the Deed Administrator and his legal advisers, with unpaid fees and costs to be recouped from the Creditors Trust to the extent that litigation results in sufficient recoveries and subject to receiving or Court approval. Under the Andina DOCA variation proposal, unsecured creditors may receive dividends by way of cash and shares. I make the following comments in respect of these distributions: The ability to distribute a cash dividend will depend on the success of any litigation recoveries pursued through the Creditors Trust. The volume of shares to be distributed to unsecured creditors as part of the DOCA fund is fixed, however the proportion of the post-recapitalised entity that this distribution will represent will depend on the exact equity contribution to be made by SilverStream. As noted earlier in the report, SilverStream will increase its equity contribution if required to do so to meet the ASX requirements. The High estimate has been prepared on the basis that SilverStream will contribute a minimum of A$400k of equity in the post-recapitalised entity. The Low estimate has been prepared on the basis that SilverStream will contribute the maximum of A$1.35 million of equity in the post-recapitalised entity. 7

8 The above calculation is an estimate only and may change due to: Changes in the quantum of costs of the DOCA for unforeseen issues; Actual litigation recoveries and actual costs of pursuing the same; Final proving and adjudication of creditor claims; and Compliance with all provisions of the DOCA. 5 Liquidation In the event that creditors resolve that the Company should be placed into liquidation, the Deed Administrator would become the Liquidator, alongside Wayne Rushton, and the existing DOCA would be terminated. The Liquidators would be required to complete their statutory investigations (the extent of those investigations would be determined by available funding), recover available assets and, if funds become available, distribute those monies in accordance with the provisions of the Act. If the Company is placed into liquidation, the In-Country Secured Lenders will likely enforce their security interests against the Peruvian subsidiaries and it would be unlikely that any equity interest remained for the Company and its Australian creditors. Further, it would no longer be commercially viable or attractive to relist the ASX listed entity if the Company was placed into liquidation and therefore it is unlikely that any additional value could be recovered from the ASX listed corporate shell. I have completed preliminary investigations into the affairs of the Company as previously reported. My preliminary investigations identified evidence of potential recoveries available to liquidators as detailed in our 439A Report. I table overleaf a summary of the updated estimated returns in a liquidation scenario in the immediate future, noting that my estimates remain largely unchanged from that reported on 6 April 2016, save for an amendment to the estimated return to priority employee creditors following further correspondence with the Government s Fair Entitlements Guarantee (FEG) office. 8

9 Liquidation $'000s ERV High ERV Low Circulating Assets Cash at bank Possible antecedent transaction recoveries (net of costs of recovery) 4, Subtotal 4, Less: Administrators' legal fees (estimate) (120.0) (120.0) Less: Voluntary Administrators' approved fees (480.0) (480.0) Less: Deed Administrator's fees and disbursements (307.6) (307.6) Less: Liquidator's fees and disbursements (estimate) (300.0) (500.0) Less: MIZ loan repayments (294.2) (294.2) Less: priority employee entitlements (59.3) (59.3) Balance available for unsecured creditors (cash) 3, Shares available for unsecured creditors N/A N/A Non Circulating Assets Subject to Specific Charge Shares in Mundo Brazil - - Less: amounts owing to Mineralis Limited (970.0) (970.0) Shares in Peruvian subsidiaries - - Less: amounts owing to SilverStream (6,488.2) (6,488.2) Surplus/(Deficit) on realisation (7,458.2) (7,458.2) Non Circulating Assets Not Subject to Specific Charge None N/A N/A Distribution to Unsecured Creditors Surplus/(Deficit) on realisation 7, ,458.2 Unsecured creditors claims 11, ,248.4 Total participating claims 18, ,706.6 Estimated return to unsecured creditors (cash) Nil Estimated return to unsecured creditors (shares) N/A N/A Estimated return to priority employee claims (cash) Nil I make the following comments in respect of the above analysis: 1. Any return to creditors in a liquidation is dependent on litigation recoveries which are inherently uncertain and risky. It may take anywhere from at least 24 to 36 months, if not longer. Please refer to section 4 of my report to creditors dated 6 April 2016 for the potential claims identified that may be pursued by a liquidator. 2. In estimating the litigation recoveries, I have made an estimate of the litigation costs and litigation funding premiums along with a preliminary assessment of the sources available to settle any successful claims. 3. I have provided the above estimate of costs in undertaking a liquidation and litigation recovery action however note that this estimate is subject to change to meet the actual costs of dealing with matters that may arise during the course of the liquidation and litigation. 9

10 4. As the liquidator, if appointed, will be unfunded, he will be required to approach a litigation funder (who will charge a fee) to fund any recovery claims. 5. Any payment of priority employee entitlements will only be made in the event that successful litigation recoveries are made. Upon further enquiries, I have determined that the Government s FEG scheme would not respond to these claims due to the relevant individuals being directors of the Company at the date of my appointment albeit that some of these claims relate to the period during which these individuals were employees of the Company and are afforded a priority under the provisions set out in Section 556 of the Act. 6. The balance of the unpaid MIZ Loan Facility will continue to accrue interest at 5% per annum until such time that it is repaid in full. The above calculations are an estimate only and may change due to any expansion, increase or reduction in potential claims identified, the final proving of creditor claims and the actual costs of litigation to recover potential voidable transactions and other compensation for damages. 6 Comparison of Returns I have set out below a comparison of the estimated returns available to unsecured creditors under the Andina DOCA variation proposal and in a liquidation scenario: Creditors Andina DOCA variation Liquidation Employees 100 c/$ Nil to 100 c/$ Unsecured Creditors (cash) Nil to 2.2 c/$ Nil to c/$ Unsecured Creditors (shares) Between 3.3% to 3.6% of equity in the post recapitalised Company, representing between 0.27% and 0.29% per A$1M of creditor claims SilverStream* 100 c/$ Nil to c/$ (cash) *Under the Andina DOCA, SilverStream is to convert all of their indebtedness into common equity in the Company on a dollar for dollar basis (other than the streaming obligations to SilverStream, which are to be assumed by Andina upon transfer of the Torrecillas assets). Any return to unsecured creditors in a liquidation is subject to any successful litigation recoveries which are inherently uncertain and risky. In comparison, the estimated return in a DOCA is more certain, albeit unsecured creditors are being paid in ordinary shares of the Company. Creditors should consider their own personal circumstances and ongoing commercial risk when considering to approve a DOCA proposal where they are to receive equity. N/A 10

11 7 Recommendation Having regard to the content of the Deed Administrator s previous reports to creditors and this circular, while some progress has been made with the ASX, there remains a level of uncertainty regarding the ability to complete the Andina DOCA and therefore the Deed Administrator s recommendation as detailed in his report to creditors dated 6 April 2016 remains unchanged, further details of which are provided below. There are a number of competing factors that influence the Deed Administrator s recommendation, including: The potential monetary returns to creditors and employees; The volume of post-recapitalised share capital to be issued to creditors; The valuation of the post-recapitalised Company and the value of the shares to be issued to creditors; and The risks of implementation in respect of both DOCA variation proposal. Previously, the Deed Administrator had recommended in favour of the DOCA executed on 15 October 2015 (the Existing DOCA) proposed by Andina on the basis that it provided creditors with greater certainty of a return than compared to liquidation, which would require litigation claims to be pursued successfully. This recommendation was made in circumstances where the returns in a liquidation could have been higher than the DOCA but the inherent uncertainty of litigation also meant that the returns could have been nil. On that basis, it was determined that it would be in creditors best interests for them to receive a certain return, as contemplated under the Existing DOCA. As previously noted, Andina was unable to obtain the required ASX approval and therefore the Existing DOCA could not complete. This rejection by the ASX creates a level of uncertainty regarding the ability of the Andina DOCA variation, which still requires ASX approval, to complete. In respect of the monetary returns to creditors and priority employee creditors I make the following comments: The Andina DOCA variation proposal contemplates the 100% payment of priority employee entitlements, whereas a liquidation scenario creates greater uncertainty regarding payment due to FEG not recognising the director entitlements that relate to the period prior to these individuals becoming directors and for which they are entitled to a statutory priority. As a result, any returns to priority employee claims in a liquidation scenario will depend on the outcome of litigation. However, the ongoing uncertainty regarding the Andina DOCA means that these employees have no certainty of a return under the Andina DOCA either and therefore, in the Deed Administrator s opinion, neither option would unfairly prejudice employees. The amount of cash that will be available to unsecured creditors in any scenario would depend on the success of the litigation recoveries. In the event that litigation is successful, either through liquidation or a Creditors Trust, I estimate that that the 11

12 returns would be higher in a liquidation on the basis that the identified claims would be easier to pursue through liquidation and not all of the claims may be available in a Creditors Trust. In respect of the new equity to be issued to unsecured creditors, it is not possible to attribute a dollar value to this share distribution as there are varying views on the value of the post-recapitalised Company and I have not obtained an independent valuation. With the above comments in mind, I am of the opinion that the Company should terminate the Existing DOCA and be placed into liquidation on the following basis: It will bring to an end the costs that are being incurred in pursuing a DOCA, which would otherwise continue to dilute potential returns to creditors. In that regard I note that, since November 2015, when the Existing DOCA failed to complete, the Deed Administrator has incurred costs in assisting with the development of DOCA variation proposals, preparing reports and convening various meetings of creditors. The Deed Administrator has attempted to minimise these costs and will continue to do so until the future of the Company is determined, however any costs that continue to be incurred could further dilute the returns to creditors. The implementation risks remain for the Andina DOCA and there is a chance that a further DOCA variation would be required following the receipt of further feedback from the ASX. Although there is uncertainty as to the recoveries that a liquidator, if appointed, may obtain for the benefit of creditors due to the inherent litigation risks, certain creditors have already expressed an interest in funding some of the potential claims as opposed to obtaining litigation funding, which could effectively lead to greater distributions to creditors. For the reasons stated, it is the Deed Administrator s opinion that creditors should resolve that the Company terminates the Existing DOCA and the Company be placed into liquidation. Having said the above, each creditor will need to consider its own position and circumstances. 8 Remuneration A copy of the Deed Administrator s Remuneration Approval Request Report is enclosed at Annexure D. At the upcoming meeting of creditors, I intend seeking approval of the remuneration set out in the remuneration report. Details of disbursements incurred are also included in the remuneration report. Please note that the resolutions to be tabled reflect only those resolutions that were not tabled at the previous meeting. There are no new remuneration requests or resolutions since the report dated 6 April

13 9 Further information Should you have any queries in respect of this matter, please do not hesitate to contact Melanie Khoo of this office. Yours faithfully Minera Gold Limited Martin Jones Deed Administrator Encl. 13

14 Annexure A Form 529 Notice of meeting of creditors Corporations Act 2001 Subregulation (2) Minera Gold Limited (Subject to Deed of Company Arrangement) ACN (the Company) Notice is given that a meeting of the creditors of the Company will be held at the office of Ferrier Hodgson at, Level 28, 108 St Georges Terrace PERTH WA 6000 on Friday, 3 June 2016 at 2:00pm (AWST). Teleconference facilities will be made available upon request for those creditors who are unable to attend in person. Please contact this office should you intend on attending the meeting by telephone. I confirm that any costs incurred by you in dialling in to the meeting are not recoverable from the Company or Deed Administrator. In accordance with Corporations Regulation A, creditors attending the meeting by telephone are required to provide a written statement to the Deed Administrator setting out the appointed proxy, the address to which notices are to be sent, a telephone number at which the proxy may be contacted on and submit a proxy form with the Deed Administrator by 4:00pm (AWST) on Thursday, 2 June The purpose of the meeting is to: 1. Consider the Deed Administrator s circular to creditors dated 25 May 2016 and any other matters raised relating to the Company s future and then to resolve that either: 1.1. The Company terminates the existing DOCA and the Company be placed into liquidation, and Wayne Rushton and Martin Jones be appointed joint and several liquidators; or 1.2. The Company varies the terms of the existing DOCA to reflect the terms of the DOCA variation as proposed by Andina Resources Limited and detailed in the Deed Administrator s Reports to Creditors. 2. If the Company is to vary the existing DOCA, to consider, and if thought fit: 2.1. Appoint Wayne Rushton as joint and several Deed Administrator and Trustee of the Creditors Trust; and 2.2. Approve a provision for the further remuneration of the Deed Administrator(s) and Trustee(s) of the Creditors Trust for the period from execution of the DOCA variation to completion of the DOCA and Creditors Trust. 3. If the Company is to be liquidated, to consider, and if thought fit, approve a provision for the future remuneration of the liquidators. 4. Consider any other business that may be lawfully brought forward.

15 DATED this 25 th day of May 2016 Martin Jones Deed Administrator Minera Gold Limited (Subject to Deed of Company Arrangement) c/- Ferrier Hodgson Tel: Fax:

16 Annexure B Form 535 Formal Proof of Debt or Claim (General Form) Corporations Act 2001 Regulation (2) Minera Gold Limited (Subject to Deed of Company Arrangement) ACN (the Company) Instructions: Please complete Sections A, B and C and submit to: Minera Gold Limited (Subject to Deed of Company Arrangement) c/- Ferrier Hodgson Tel: Fax: perth@fh.com.au * Strike out if inapplicable. A. Name and Contact Details of Creditor (the Creditor) (if in a personal capacity, given name and surname; if a corporate entity, full name of company, etc) of (address) Tel: Fax: Tick this box to elect to receive electronic notification of notices or documents, in accordance with Section 600G of the Corporations Act 2001, at the address or fax number specified above. B. Details of Debt or Claim To the Administrators of the Company 1. This is to state that the Company was, on Tuesday, 25 August 2015, and still is justly and truly indebted to the Creditor for dollars (amount in words) and cents (inclusive of GST, if applicable).

17 Particulars of the debt are: Date Consideration 1 Net ($) GST ($) Total ($) Remarks 2 1. Under "Consideration" state how the debt arose, for example "goods sold and delivered to the company between the dates of...", "moneys advanced in respect of the Bill of Exchange". 2. Under "Remarks" include details of vouchers substantiating payment. 2. To my knowledge or belief the Creditor has not, nor has any person by the Creditor s order, had or received any satisfaction or security for the sum or any part of it, *except for: (insert particulars of all securities held. If the securities are on the property of the company, assess the value of those securities. If any bills or other negotiable securities are held, indicate refer attached above and show them in a schedule in the following form:) Date Drawer Acceptor Amount ($) Due Date 3. *I am employed by the Creditor / *I am the Creditor s agent *and authorised in writing by the Creditor to make this statement. I know that the debt was incurred for the consideration stated and that the debt, to the best of my knowledge and belief, remains unpaid and unsatisfied. C. Signature Dated: Signature: Name / Capacity # : # If the Creditor is an individual, insert full name If the Creditor is a sole trader, insert in accordance with the following example: full name, proprietor If the Creditor is a partnership, insert in accordance with the following example: full name, partner of the firm named in Section A above If the Creditor is a company, insert in accordance with the following example: full name, director / secretary / director/secretary of the company named in Section A above or under the hand of some officer duly authorised in that capacity, and the fact that the officer is so authorised must be stated in accordance with the following example: full name, for the company named in Section A above (duly authorised under the seal of the company). Where this form is completed by, for example, a solicitor or accountant of the Creditor, sign this form as the Creditor s authorised agent; where this form is completed by an authorised employee of the Creditor, indicate occupation (eg: credit manager, etc). 17

18 Annexure C Form 532 Appointment of Proxy Corporations Act 2001 Regulation Minera Gold Limited (Subject to Deed of Company Arrangement) ACN (the Company) Instructions: Please complete Sections A, B, C and D and submit in accordance with the Section E. * Strike out if inapplicable. A. Name and Contact Details of Person or Entity Entitled to Attend Meeting (if entitled in a personal capacity, given name and surname; if a corporate entity, full name of company, etc) of (address) Tel: Fax: B. Appointment of Person to Act as Proxy Note: You may nominate the Chairperson of the meeting as your proxy (or your alternate proxy in the event that the first-named proxy is not in attendance). *I / *We, as named in Section A above, a *creditor / *contributory / *debenture holder / *member of the Company, appoint (name of person appointed as proxy) (address of person appointed as proxy) or in his / her absence (name of person appointed as alternate proxy) (address of person appointed as alternate proxy) as *my / *our proxy to vote at the meeting of creditors to be held on 3 June 2016 at 2:00pm (AWST) at Ferrier Hodgson, Level 28, 108 St Georges Terrace PERTH WA 6000, or at any adjournment of that meeting in accordance with the instructions in Section C below.

19 C. Voting Instructions Note: A general proxy is entitled to vote on any resolution, subject to Regulation of the Corporations Regulations 2001, as they see fit at the meeting tick the general proxy box. A special proxy in entitled to vote only in accordance with your specific instructions tick the special proxy box and indicate your specific voting instructions by ticking one option only for each resolution for which you wish to give such instructions. Your proxy may act as both a special proxy, in accordance with your instructions in relation to specific resolutions, and as a general proxy, in relation to resolutions where you have not issued specific instructions tick both the general proxy and special proxy boxes. Your proxy will then be authorised to vote specifically in accordance with your instructions in relation to those resolutions where specific instructions have been given, and generally in relation to resolutions where no specific instructions have been given, and other business of the meeting. *My / *Our proxy, as named in Section B above, is entitled to act as *my / *our : general proxy, to vote on *my / *our behalf generally, as *he / *she determines, subject to any specific instructions below, if applicable. and / or special proxy, to vote on *my / *our behalf specifically, in accordance with the following special instructions: (for each resolution for which you wish to give specific voting instructions, please tick one option only) Resolution 1. That the Company terminates the existing DOCA and the Company be placed into liquidation, and Wayne Rushton and Martin Jones be appointed joint and several liquidators. 2. That the Company varies the existing DOCA to reflect the terms of the DOCA variation as proposed by Andina Resources Limited and detailed in the Deed Administrator s Reports to Creditors. 3. If a resolution to vary the existing DOCA is approved, that Wayne Rushton be appointed joint and several Deed Administrator and Trustee of the Creditors Trust. 4. If a resolution to vary the existing DOCA is approved, that a provision for the Deed Administrator(s) and Trustee(s) remuneration in the amount of $100, plus any applicable GST, for the period from execution of the DOCA variation to completion of the DOCA and Creditors Trust as set out in the Remuneration Approval Request Report dated 25 May 2016, be approved but subject to upward revision by resolution of creditors, and that the Deed Administrator(s) and Trustee(s) be authorised to make monthly payments on account of such accruing remuneration as incurred. 5. If the resolution to place the Company into liquidation is approved, that a provision for the Liquidators remuneration in the amount of $300, plus any applicable GST, for the period 3 June 2016 to completion of the liquidation as set out in the Remuneration Approval Request Report dated 25 May 2016, be approved but subject to upward revision by resolution of creditors, and that the Liquidators be authorised to make monthly payments on account of such accruing remuneration as incurred. For Against Abstain 19

20 D. Signature Dated: Signature: Name / Capacity #: # If an individual, insert full name If a sole trader, insert in accordance with the following example: full name, proprietor If a partnership, insert in accordance with the following example: full name, partner of the firm named in Section A above If a company, pursuant to Regulations and A of the Corporations Regulations 2001, it may only be represented by proxy or attorney respectively, or by a representative appointed under Section 250D of the Corporations Act The document appointing the proxy, attorney or representative must be in executed in accordance with Section 127 of the Corporations Act 2001, in which instance, insert in accordance with the following example: full name, director / secretary / director/secretary of the company named in Section A above or under the hand of some officer duly authorised in that capacity, and the fact that the officer is so authorised must be stated in accordance with the following example: full name, for the company named in Section A above (duly authorised under the seal of the company) a copy of authority / power of attorney is to be annexed. Certificate of Witness (to be completed only in special circumstances see below) This certificate is only to be completed only if the person giving the proxy is blind or incapable of writing. The certificate of the creditor, contributory, debenture holder or member must not be witnessed by the person nominated as proxy. I (name of witness) of (address of witness) certify that the above instrument appointing a proxy was completed by me in the presence of and at the request of the person appointing the proxy and read to him/her before he/she signed or marked the instrument. Dated: Signature: E. Submitting the Proxy For a person to be eligible to attend and vote at the meeting on your behalf, this form is to be completed and submitted by no later than 4:00pm (AWST) on 2 June 2016, to: Minera Gold Limited (Subject to Deed of Company Arrangement) c/- Ferrier Hodgson Tel: Fax: perth@fh.com.au Note: In accordance with Regulation A of the Corporations Regulations 2001, if a proxy is submitted by facsimile, the original document must be lodged within 72 hours after lodging the faxed copy. 20

21 Annexure D Corporations Act 2001 Section 449E Minera Gold Limited (Subject to Deed of Company Arrangement) ACN (the Company) Remuneration Approval Request Report 1 Declaration I, Martin Jones of Ferrier Hodgson, have undertaken a proper assessment of this remuneration claim for my appointment as Deed Administrator of the Company in accordance with the Corporations Act 2001 (Cth) (the Act), the Australian Restructuring Insolvency & Turnaround Association (ARITA) Code of Professional Practice (the Code) and applicable professional standards. I am satisfied that the remuneration claimed is in respect of necessary work, properly performed, or to be properly performed, in the conduct of the administration. 2 Executive Summary To date, remuneration in the amount of $787, (ex GST) has been approved by creditors of the administration, however, no amounts have actually been paid in respect of this approval and it is currently contemplated that a cap will be applied to the amount that can be drawn from the DOCA Fund. This remuneration report details approvals sought for the following fees: Period Past remuneration approved: Voluntary Administration Report Reference Amount $ (ex GST) 25 August to 15 September , September 2015 to 15 October , Deed of Company Arrangement 16 October 2015 to execution of a DOCA variation or date of liquidation 307, Total past remuneration approved 787, Current remuneration approval sought: Deed of Company Arrangement (if applicable) Resolution 1*: Execution of the DOCA variation proposal to completion of the DOCA and Creditors Trust , (if the Company is to vary the existing DOCA) Liquidation (if applicable) Resolution 2*: 3 June 2016 to completion of the Liquidation , (If the Company is wound up) * Approval for the future remuneration sought is based on an estimate of the work necessary to the completion of the administration. Should additional work be necessary beyond what is contemplated, further approval may be sought from creditors.

22 3 Schedule of Hourly Rates & General Guide to Staff Experience Title Rate ($) Experience Partner / Appointee 595 The Partner/Appointee is a registered liquidator and member of the CAANZ and, generally, the ARITA, bringing specialist skills to the administration or insolvency task. For specific experience and other details of the appointee/s, please visit our website at Executive Director Director / Specialist Senior Manager The Executive Director is a registered liquidator and member of the CAANZ and, generally, ARITA, bringing specialist skills to the administration or insolvency task. Generally, minimum of 12 years experience at least 2 years of which is to be at Manager level. University degree; member of the CAANZ and, generally, the ARITA, with deep knowledge and lengthy experience in relevant insolvency legislation and issues. Generally, more than 7 years experience with at least 2 years as a Manager. University degree; member of the CAANZ and, generally, the ARITA; very strong knowledge of relevant insolvency legislation and issues. Manager 400 Generally, 5-7 years chartered accounting or insolvency management experience. University degree; member of the CAANZ and generally, the ARITA; sound knowledge of relevant insolvency legislation and issues. Assistant Manager 360 Senior Analyst 305 Analyst 270 Accountant 230 Personal Assistant Administration Assistant Generally, 4-6 years chartered accounting or insolvency management experience. University degree; member of the CAANZ; completing ARITA Insolvency Education Program. Good knowledge of relevant insolvency legislation and issues. Generally, 2-4 years chartered accounting or insolvency management experience. University degree; completing the CAANZ s CA program. Good knowledge of basic insolvency legislation and issues. Generally, 2-3 years chartered accounting or insolvency management experience. University degree, CAANZ s CA program commenced. 0 to 2 years experience. Has completed or substantially completed a degree in finance/accounting. Under supervision, takes direction from senior staff in completing administrative tasks. 180 Appropriate skills including machine usage. 140 Completed schooling and plans to undertake further studies. Required to assist in administration and day to day field work under the supervision of more senior staff. Notes: 1. The hourly rates are exclusive of GST. 2. The guide to staff experience is intended only as a general guide to the qualifications and experience of our staff engaged in the administration. Staff may be engaged under a classification that we consider appropriate for their experience. 3. Time is recorded and charged in six-minute increments. 4. Rates are subject to change from time to time. Creditor approval will be sought prior to the application of any new rates to this administration. 5. The hourly rates reflect the total cost of providing professional services and should not be compared to an hourly rate. See Part B1 for details of disbursements. 22

23 Part 4.1: Description of work completed Resolution 1 Deed of Company Arrangement / Trustee of the Creditors Trust (if applicable) Company: Minera Gold Limited (Subject to Deed of Company Arrangement) Administration Type: Deed of Company Arrangement / Creditors Trust Practitioners: Period: Martin Jones (and Wayne Rushton) of Ferrier Hodgson Execution of the DOCA variation proposal to completion of the DOCA and Creditors Trust Detailed below are the total estimated time costs of $100, estimated to be incurred during the Deed of Company Arrangement / Creditors Trust period noted above. Task area General description Includes Assets 33.0 hours $15,000 (excl GST) Creditors 42.0 hours $20,100 (excl GST) DOCA variation proposal Creditor / Stakeholder enquiries Creditor reports Dealing with proofs of debt Meeting of creditors Internal meetings re progression of DOCA and key terms of the proposal. Diarise critical dates for completion of conditions precedent. Assist and manage tasks associated with meeting conditions precedent. Liaise with DOCA proponent. Further consider potential claims against the Directors. Receive and follow up creditor enquiries via telephone and . Liaising with stakeholders regarding position of pre-doca contracts. Maintaining creditor enquiry register. Review and prepare correspondence to creditors and their representatives via facsimile, and post. Preparing report on results of investigation, meeting and general reports to creditors. Preparing updates to creditors upon significant milestones in the DOCA. Receipting and filing proofs of debt when not related to a dividend. Preparation and lodgement of minutes of meetings with ASIC. Respond to stakeholder queries and questions immediately following meeting. Convening and holding further creditors meetings as appropriate. 23

24 Task area General description Includes Investigation / Litigation hours $44,750 (excl GST) Dividend 29.1 hours $10,020 (excl GST) Conducting investigation Litigation / recoveries Processing proofs of debt Dividend procedures Reviewing Company s books and records. Review of specific transactions and liaising with directors regarding certain transactions. Preparation of investigation file. Conducting examinations of relevant parties. Considering information obtained at examinations. Internal meetings with solicitors. Consideration of legal advice on potential claims. Approaching potential litigation funders. Negotiate terms of litigation funding agreement. Internal meetings to discuss status of litigation. Preparing brief to solicitors. Liaising with solicitors regarding recovery actions. Preparing regular updates to the litigation funder as to the status of the litigation. Attending to negotiations. Attending to settlement matters. Attending to distribution of litigation proceeds. Preparation of correspondence to potential creditors inviting lodgement of proofs of debt. Receipting of proofs of debt. Maintain proof of debt register. Adjudicating proofs of debt. Request further information from claimants regarding proofs of debt. Preparation of correspondence to creditors advising of intention to declare dividend. Advertisement of intention to declare dividend. Obtain clearance from ATO to allow distribution of Company s assets. Preparation of dividend calculations. Preparation of correspondence to creditors announcing declaration of dividend. Advertise announcement of dividend. Preparation of dividend file. Preparation of payment vouchers to pay dividend and correspondence to creditors enclosing payment of dividend. 24

25 Task area General description Includes Administration 25.0 hours $10,130 (excl GST) Document maintenance / file review / checklist Insurance Bank account administration ASIC Form 524 and other forms ATO and other statutory reporting Finalisation Planning / review Six monthly administration reviews. Filing of documents. Updating checklists. Reviewing insurance policies. Correspondence with insurance broker regarding ongoing insurance requirements. Correspondence with previous brokers. Preparing correspondence opening and closing accounts. Requesting bank statements. Bank account reconciliations. Preparing and lodging ASIC forms including 505, 5011, etc. Correspondence with ASIC regarding statutory forms. Notification of appointment. Preparing and lodging BASs. General correspondence with the ATO. Notifying ATO of finalisation. Cancelling ABN / GST / PAYG registration. Completing checklists. Finalising WIP. Discussions regarding status / strategy of administration. 25