Responses To Norvan Reports 26.01.22

Download as pdf or txt
Download as pdf or txt
You are on page 1of 3

Responses to Norvan Reports

26.01.22

1. In the SPA with GSR, Blue International Holdings warranted that it had the funds for working
capital and purchase price payments to GSR for the ensuing 12 months after agreement
signing. Meanwhile Andrew Cavaghan, Blue International Holdings CEO told UK regulators in
Company fillings, for the financial period ended a month before SPA completion, that the
balance sheet of Blue was a negative US$11.3 million and that to continue as a going concern,
Blue needed to secure equity or debt capital for the 2021 financial year. In other words, Blue
Holdings simply did not have the funds contrary to the claim in the SPA. What do you say to
those who have the view that Blue International misrepresented her true financial capacity in
the SPA and colluded with GSR to deceive the investing public in Canada, the United States and
Ghana where GSR was listed and of course the respective securities regulatory authorities and
exchange commissions of these countries?
Neither Blue, nor FGR are in breach of any obligations or representations they made in the
SPA. Blue International is an investment holding company for the 150 private investors and
intuitional investors who have already invested over $110m into Blue International and its
projects in sub Saharan Africa. The balance sheet for Blue International Holdings Limited reflects
the fact that the monies invested into Joule Africa, and more recently FGR, have not been
capitalised but are instead treated as costs in the profit and loss account, in line with
International GAPP.

2. In the Blue International news release on July 19, 2021, Blue International indicated that
"Future Global Resources (FGR) has discovered material inaccuracies in information provided
by Golden Star Resources (GSR), which FGR relied upon in deciding to acquire the Bogoso
Prestea mine. The financial impact of those inaccuracies is significant. FGR will continue to
investigate the inaccuracies. FGR notified GSR of the inaccuracies last week and required GSR
to indemnify it in respect of the resulting financial losses it has sustained, in accordance with
the provisions of the Bogoso Prestea purchase agreement." How were these inaccuracies
ascertained?
FGR engaged third party geologists and mining engineers who worked closely with the Bogoso
Prestea management team to evaluate the mine plan that it had inherited based on operational
data during the first six months of ownership.

2.1. Were the inaccuracies confirmed by the Minerals Commission of Ghana or any other third-
party entity?
This matter was validated by third party geologists and resolved privately with GSR in a revised
SPA.

2.2 Is FGR and Blue International suggesting the technical report publicly filed by GSR to public
agencies and securities regulatory authorities and exchange commissions with respect to the Company
Group Material Property (titled NI 43-101 Technical Report on Resources and Reserves Golden Star
Resources Ltd., Bogoso/Prestea Gold Mine, Ghana on March 29,2018 on which the SPA was based)
contain material inaccuracies?
No comment

3. GSR and Blue International Holdings have publicly filed to regulators and to the knowledge of
the investing public the amount of US$53 million in environmental rehabilitation liability to
Ghana's EPA. Can you confirm that FGR/Blue International Holdings have posted an
Environmental Bond in the amount of US$53 million USD with the EPA of Ghana as of now and
is it all cash?
FGR is in full compliance with all EPA bonding requirements

3.1. If there is a non-cash component, how was it secured?


FGR is in full compliance with all EPA bonding requirements

4. Can you confirm if the US$20 million investment referenced in your rejoinder was declared to
the Minerals Commission and Bank of Ghana? How was this investment capital deployed in
support of the operation and expansion of the mine?
Investment was provided as interest free shareholder loans from Blue International to the
Bogoso Prestea mine, and was made in accordance with all applicable laws and regulations.

4.1 How much debt or equity finance or both did Blue International Holdings secure in the year 2021 as
planned and what were the funding sources?
See response to 4. above for an explanation of the relevant capital raised and invested in the Bogoso
Prestea mine

4.2 Were the assets of the mine used to secure any debt financing during the years 2020 or 2021?
Yes

5. Ghana’s Minerals Commission indicated on August 2, 2021, in a Daily Graphic publication, that
FGR/Blue International has not invested a penny in the BPM. Blue International/FGR is now
claiming it has invested $20 million in the past 12 months rolling. Is Blue International claiming,
by the rejoinder, that the Minerals Commission of Ghana is lying to the Ghanaian public in this
regard?
The quantum of funding invested in Bogoso Prestea is set out above.

5.1. The Bogoso Prestea Mine is the only revenue generating asset owned by Blue International
Holdings. Is BPM therefore funding the rest of Blue International Group operations at present,
as can be deduced from the recent financial statements of Blue Intentional?
No - this statement is inaccurate.

5.2. If this deduction is wrong, what is the valuation of Blue International at present (aside BPM)
and what revenues are generated from its other assets/subsidiaries if any?
The other assets of Blue International are all privately held development assets with over $90m
invested in them (at cost). The valuation placed on these by Blue International and any third
party investors is a private matter.

6. Is Blue International Holdings and FGR indebted to any of our state-owned


enterprises/agencies, example VRA, GRiDCo or Minerals Commission etc. and if so, how
much?
Bogoso Prestea was acquired with historic debts to these agencies.

7. As of June 2020, the average number of employees at Blue International was 5. How many are
Blue International employees now excluding the management and workers at BPM? How do
you juxtapose your current number of Blue International employees with the view that you are
sending Ghanaians out of job to accommodate your new hires at Blue International Group
level?
Blue International acquired a mine that had been losing money for over four years and was
in serious danger of being closed without immediate intervention. Blue International has
been working hard with local management to change operational practices and review the
cost structure and shape of the company so as to reach economic sustainability. Changes
made in the first year include the localisation of 4 previous expatriate positions and the
recruitment or promotion of 13 Ghanaians into key management positions, as well as the
retrenchment of surplus positions.
8. Was your restructuring plan sent to the Minerals Commission, the regulator of the space
approved before you went ahead laying off workers at the PBM and did the long-term plans
submitted to the same commission include Ghanaian job losses?
The restructuring was done in compliance with all applicable laws and regulations.

8.1 We have information that you owe a lot to local suppliers, some of whom have threatened not to
continue supplies soon. Can you confirm this and what are the plans to ensure these local suppliers are
paid?
FGR inherited significant creditor balances from historic suppliers and has been working with these
suppliers to agree payment plans and reduce these balances. However, the lower than expected grade
(referenced above) has placed added pressures on all parts of the business.

9. Norvan Reports has not been able to verify the claim that the UK, and EU are
directly/indirectly shareholders of Blue International/FGR. Can you clarify this claim and offer
any publicly available confirmations?
The statement is correct and these arrangements are a matter of public record.

10. A section of the Ghanaian public are of the view that the arrangement of FGR/Blue
International and GSR is fraudulent and will lead to FGR/Blue International leaving Ghana with
all debts to the state, suppliers, contractors, employees, and environmental liabilities left
behind: this is especially so because GSR has not demanded or received any payment from
FGR/Blue International over the last 15 months after the "sale" and is currently leaving Ghana
and delisting from all stock exchanges. What is your response to this view?
This is both inaccurate and offensive. Blue International is working hard to save a mine that was
until recently destined to close. It has done that despite a number of unforeseen challenges,
continuing to commit funding to the mine, and it is now starting to see the benefit of this with a
reduction in AISC and an increase in Au oz produced. As a foreign investor in Ghana Blue
International relies on the continued support and cooperation of its government, regulators and
other stakeholders to make this happen.

11. There are calls from various quarters asking for investigations into the conduct of GSR, Blue
International Holdings/FGR, and the approving public officials in the events leading to, during,
and after the SPA for the sale of BPM especially regarding the veracity of the information made
available to public officials and institutions. Do you welcome such investigations?
We do not believe any such investigation is necessary given that neither FGR, GSR nor the
Minerals Commission are in breach of any laws, regulations or contractual commitments, and
substantial progress is being made in turning the Bogoso Prestea mine around to create a multi-
generational asset.

12. How much is the revenue generated from BPM operations over the last 15 months?
This will be a matter of public record once the audit is completed.

13. How much has FGR/Blue International paid to GSR as at today following the signing of the SPA
for the purchase of the Bogoso Prestea Mine
The SPA is a matter of public record, and FGR and Blue International are in full compliance with
all terms of this contract.

You might also like