foyson investors executive summary

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2015 Suite 703, Level 7, 121 Walker Street North Sydney, NSW, Australia, 2060 Tel: 02 8920 2300 Email: [email protected] Web: www.foyson.net ASX: FOY Executive Summary

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Page 1: Foyson Investors Executive Summary

1

2015

Suite 703, Level 7, 121 Walker Street

North Sydney, NSW, Australia, 2060

Tel: 02 8920 2300

Email: [email protected]

Web: www.foyson.net

ASX: FOY

Executive Summary

Page 2: Foyson Investors Executive Summary

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Foyson Resources (Foyson) is an ASX‐listed, junior exploration resources company. A combination of the depressed and declining commodity market, together with a number of persistent issues in executing its current business opportunities has led Foyson to pursuing alternative businesses to supplement the Company’s current position and provide the ongoing cash flow required to develop its PNG based resource exploration assets, specifically the Amazon Bay project.

It was recently announced, in line with its continued commitment to its PNG strategy, that Foyson has acquired the other 50% of the shares in its subsidiary, Titan Mines Limited, giving it 100% interest in the Amazon Bay iron sands project (other than the 10% held by TVI Pacific Inc. in EL1396), by way of an immediate cash consideration plus a commitment to pay royalties from the proceeds of any production from the project.

The criteria developed by the Board to search for the aforementioned cash flow project included the following:

Minimal upfront capital needs;

Early cash flow;

Located in Australia;

Potential growth leverage; and

Strong market for the product.

Integrated Green Energy Limited (IGE) was introduced as a viable business satisfying the initial selection criteria.

In July 2014, Foyson announced that it had entered exclusive negotiations with IGE, and on 18 March 2015 it concluded a binding Business Sale Agreement (BSA).

IGE is an Australian company with a unique technology able to process both non‐recyclable and waste plastic to diesel, gasoline and for power generation. Its initial

pilot plant facility located near Berkeley Vale in NSW, has successfully demonstrated its process at small scale, with IGE now developing a commercial‐grade operation.

The BSA allows Foyson to acquire royalty free, perpetual licences for this technology, the waste to diesel and petrol conversion plant that IGE is constructing in Berkeley Vale (daily capacity of 50 tonnes of feedstock – on track to be completed by April 2015), the Management team to operate the plant, including the developer of the technology on which it is based, along with other assets used exclusively in IGE’s business, including feedstock contracts, the property lease at Berkeley Vale and goodwill.

It is anticipated that the daily capacity will be increased to 200 tonnes per day with the proceeds of fundraising activities. This phase of construction is due to be complete by June 2016, with the plant operating at full capacity by December 2016.

Page 3: Foyson Investors Executive Summary

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In the past, Waste-to-Fuel technology has been limited in its commercial application due to a number of issues. These include:

Fuel Quality: The quality of the fuel created was not of a high enough grade to qualify as Road Ready Diesel under the Australian Standards. Most market entrants produce a Viscous Crude Oil that needs further refining and has limited applications.

Volatility of feedstock prices: As most other diesel creation technologies compete with food streams the prices of feedstock have proven to be highly volatile;

Overall cost: The overall cost of the process was unsustainable without government incentives or assistance; and

Environmental factors: The waste streams were too toxic to meet growing environmental protection legislation.

The IGE solution solves these issues and has a number of advantages that gives it an early mover advantage with its protected process ‐ IGE Depolymerisation. The

ability of IGE to create commercial‐grade diesel, using waste plastics as a feedstock, at a price competitive to the oil majors, with minimal environmental impact, creates a sustainable advantage.

The IGE Depolymerisation process has several advantages over current methods:

There is currently no other Continuous Feed Plastics to Fuel Facility in Australia;

Plastic Aggregators are able to increase their bottom-line revenues by supplying Residual Plastics to IGE instead of disposing of them to Land-fill (Land-fill Diversion);

The IGE Process has been designed to treat mixed and contaminated plastics that normally are not Recycled and end up in Land-fill. This ensures feedstock supply as there is a huge cost to dispose of these unwanted residues;

Low CAPEX to complete construction of the facility. IGE consider that a further $3.7 million is required to enable to plant to operate at 100% capacity;

Can produce fuel at low cost comparative to crude oil alternative. IGE consider that the facility will be able to produce diesel at $0.42 a litre.

The Foyson Board, combined, has well over 100 years business experience specialising in a range of areas with an extensive industry network. These include an in-depth understanding of both the technical and financial aspects of the natural resources sector, green technology, fuel generation, logistics and project execution.

The acquisition of IGE technology has the potential to make Foyson a significant player in the fuel manufacturing industry. It will enable it to capitalise on the potential for depolymerisation and create an alternate, real fuel source in Australia and internationally. This creates a strong sustainable, cash flow positive position over the

Page 4: Foyson Investors Executive Summary

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long term and can see the project reach revenue quickly and be profitable within the first year of operation.

The combination of technology, unique attributes, and potential for different channels to market positions Foyson to exploit the gap created by the market drivers. This provides a sustainable competitive advantage versus other ‘industry’ players.

Diesel and Gasoline Wholesalers

The Fuel Wholesaling industry is dominated by four of the world’s largest oil companies, all of which import fuel and locally refine petroleum products. Despite the oligopoly positions, a high and volatile cost structure has created a low margin environment. These poor returns and intensifying competitive pressures, makes them susceptible to new competitors with a lower and more secure cost structure. IGE is able to compete with the majors, and against minor niche players, in the wholesale fuel distribution business as it is differentiated in terms of cost, supply and access to production

Page 5: Foyson Investors Executive Summary

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BioDiesel Producers

There are 10 biodiesel producers around Australia. IGE is positioned away from this industry as it does not compete for feedstock (plastics vs organics) and does not compete for outputs (diesel/gasoline vs biodiesel). As well as being a fuel manufacturer, IGE is also a commodity trader for a high value, high demand product.

Biodiesel is a niche product that is not as desirable and at far lower demand.

Plastics Recycling Firms

Although the process may see Foyson in direct competition with plastics aggregators and plastics reprocessors, the Directors see both these sectors as key selling

markets. Plastics aggregators do not value‐add their plastic but provide the service of sorting it for sale. Plastic reprocessors are able to value‐add plastic but there is a significant quantity that cannot be utilised. In both instance, Foyson would seek to assist companies from these sectors as a complementary service – for aggregators as a method of disposing unsorted plastics, and for reprocessors as a method of disposing of contaminated plastics.

As stated, the goal of the IGE transaction is to supplement Foyson’s current position and to provide cash flow and synergies with its current Papua New Guinea operations. The Directors envisage the wholesale bulk supply segment as the key target market for the end product. By targeting wholesale industry users, and potentially export markets, IGE would be better placed to enter the market at low cost and bring the company to revenue quickly.

Demand from several industries is persistent enough that there would be sufficient industry to buy IGE output products. A summary of Diesel usage by industry highlights the primary areas for potential wholesale sales.

Page 6: Foyson Investors Executive Summary

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As the above graph demonstrates, diesel and gasoline fuel is used extensively and in high volumes across the mining/construction and transport sectors. Vehicles used across these sectors require high volumes and small margin benefits at scale can represent large savings. Potential clients include:

In time, Foyson may seek to target independent fuel retailers, who may see a benefit in buying Foyson outputs as they only represent 16.4% of the fuel retailing market and are persistently losing market share to the majors.

Page 7: Foyson Investors Executive Summary

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Development Timetable

IGE consider that the development timetable for the Berkeley Vale plant to reach 200t/day is as follows:

2014

DEC JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC

Phase 1 construction

50T operational 70% 90% MAX

Funding

100T construction

100T operational 80% MAX

200T construction

200T operational 80%

200T max capacity

OVERALL TIME LINE BERKELEY VALE SITE DEVELOPMENT

2015 2016 2017

SCALE UP TO 100% 330 DAYS

200T PER DAY 100% UTILISATION 330 DAYS PER YEAR

IN PROGRESS

FOYSON

330 days

ENGINEER SITE & EQUIPMENT + PERMITS

Page 8: Foyson Investors Executive Summary

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Funding Requirements

Foyson is currently seeking to raise $3 million in funding through a placement of 15 million shares. These funds, in addition to those raised in a rights issue, will be used to finance the construction of Phases Two and Three of the production facility, due to begin in August 2015, bringing the plant up to its full 200 Tonne per day capacity

FOYSON RESOURCES LIMITED

Funding Requirements

SHARES OPTIONS FUNDS RAISED

ON PLACEMENT

SHARES POST CONSOLIDATION 1:25 62,249,197 26,035,384

Placement to raise $3 milllion @ 20 cents 15,000,000 15,000,000 $3,000,000

Rights Issue 1 for 10 6,224,920 6,224,920 $1,244,984

SUBTOTAL 83,474,117 47,260,304

ISSUE IGE VENDORS ON COMPLETION/COMMISSION 130,000,000 75,000,000

TOTAL BEFORE ISSUE OF PERFORMANCE STOCK 213,474,117 122,260,304

PERFORMANCE STOCK

EBITDA - 5 MILLION 15,000,000 70,000,000

TOTAL AFTER TRANCHE 1 PERFORMANCE TARGETS ACHIEVED 228,474,117 192,260,304

TOTAL STOCK ON HAND AFTER PERFORMANCE SHARES 228,474,117 192,260,304 $4,244,984

TOTAL IGE INTEREST 145,000,000 145,000,000

Page 9: Foyson Investors Executive Summary

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Impact of Major Variables

The analysis below is indicative of the impact of the two major variables in the IGE process, being feedstock price and international oil price: