Committee Reports::Interim and Final Report - Demise of Certain Mining Rights::20 May, 1936::Appendix

A Copy of this Prospectus has been delivered to the Registrar of Companies for Registration.

Application will be made to the Committee of the Stock Exchanges of London and Dublin for permission to deal in the Shares of the Company.

The Subscription List will be open on the day of, 1935, and will be closed on or before the day of, 1935.

Bank Limited, Head Office, Dublin, and Branches; and Bank Limited, Head Office, , London, E.C.2, and Branches, have been authorised as Bankers for and on behalf of the Company to receive applications for the above 1,480,000 Shares of 2s. each at par,

520,000 shares of 2s. each will be alloted credited as fully paid in payment of the mining leases and rights to be acquired by the Company.

BERNARD WHELPTON HOLMAN, O.B.E., A.R.S.M., M.Inst.M.M., M.Inst.Chem.E., F.C.S., Granville House, Arundel Street, London, W.C.2, Professor at Royal School of Mines, London.

G. V. S. DUNN, M.Inst.M.E., F.R.G.S., Grove Lodge, Isleworth, Middlesex Secretary and Registered Office:

This Company has been formed for the purpose set out in the Company’s Memorandum of Association, and particularly to acquire two mining leases granted for ninety years to Mr. Michael Comyn, K.C., and Mr. Robert Briscoe, both of the City of Dublin, by the Government of the Irish Free State, which leases include nine townlands all in the County of Wicklow with an acreage of approximately 2,982 acres.

The plan attached to this Prospectus indicates in red the area covered by such mining leases.

The following Reports have been received by the Company from Messrs. G. V. S. Dunn, Professor Holman and Mr. M. E. Heiser, well-known Gold-mining Engineers, with reference to the leasehold property and rights to be acquired by the Company.

I have pleasure in handing you hereunder an abridged report on my visit of inspection to the gold alluvial mining areas in County Wicklow, acquired by you, made in April and May of this year.

History of Gold in Ireland.—So much has been written on this widely discussed subject by geologists and mining authorities, among whom may be numbered Dr. G. Simoens, Member of the Commission for Geological survey of Belgium, Dr. J. Malcolm Maclaren, late Chief Consulting Geologist to the Consolidated Goldfields of South Africa, Mr. T. Hallisy, Director of Geological Survey of the Irish Free State, Mr. G. H. Kinahan (in a treatise on “Geology of Ireland”), Sir Robert R. Kane, Professor Holman, and many others, who all agree on the existence and wide distribution of gold in Ireland, and of its sources being strictly local, that I am not enlarging on this feature, except to state that indisputable proofs exist, in situ, in the County Wicklow, evidencing the fact that the alluvial gold occurrences in the extensive flats, banks, creek beds, and the rivers and creeks themselves, have been derived from adjacent gold bearing reefs, lodes or veins, and, in many cases, the metal has travelled but a short distance, its mechanical condition evidencing this sufficiently.

Area Traversed and Sampled.—Some two thousand acres of alluvium along the river flats and banks were examined by me, from which I selected, for special calculation as to quantity and value-appraisement, 1,200 acres. These last-named should yield auriferous gravels, sands, clay, etc., up to at least thirty-six million cubic yards of “pay-dirt,” capable of having their gold contents extracted therefrom by modern appliances, patented and/or otherwise (hydraulicing and sluicing) at a profit. The remaining 800 acres were also proved by me as gold bearing, and would probably increase the above yardage by a further fourteen million cubic yards, and of approximately an equal value. The flats and banks being narrower in this section of your concessions accounts for the disparity in their proportionate relation to the former and wider area. In addition to the acreage examined, further extensive creek beds and adjacent lands have, I understand, been applied for in County Wicklow by you.

Values.—The 1,200 acres traversed by me, composed of valleys, flats and river beds, affording the area as careful an examination as the time at my disposal permitted, and testing both deep and shallow ground where approachable, may be safely regarded as having a value of 1/1½d. per cubic yard (gold at 128/- per fine oz), or a net savable value of 11d. per yard. The depth of the “pay-dirt” over all may be taken as 21 feet on an average.

Revenue, Recommendations, etc.—It is obviously the object of any organisation taking in hand this large enterprise to obtain the greatest result possible in the shortest time.

I am therefore recommending the installation of a fairly extensive plant system, viz., of three units, to begin with.

There are certain firms in Great Britain who are prepared to quote at reasonable prices apparati to handle with one unit as much as:—

170 cubic yards per hour (solids on a 12 per cent. basis) with a 14 in. gravel pump, and which I compute in a twenty-hour working day will treat 3,400 cubic yards. Fifty working weeks may be taken in the year, and this single unit should be capable of breaking down and washing 1,200,000 cubic yards, continues operation, in the twelve months. Three units should therefore treat 3,600,000 cubic yards per annum.

Economic Situation.—To instal three units to hydraulically sluice this area simultaneously in order to handle 3,600,000 yards per annum, I consider that approximately £120,000 cash working capital will be required of which £70,000 will be the cost of the necessary plant and equipment and £50,000 for Working Capital.

Costs of Working.—I estimate that the all-in cost per cubic yard of alluvium treated will be 4d., which figure includes the 4 per cent. royalty payable to the Free State on gross gold extracted, and that the value of gold recovered per cubic yard of alluvium treated should be not less than 11d., thus leaving an estimated profit of 7d. per cubic yard, subject to London overheads, extra royalty to Lessees, and incidentals as below. I therefore compute the net profit which should be earned by your Company with three units in operation to be as follows:—

On this basis, with an initial capital of £20,000, the earning capacity should be equal to 41½ per cent. per annum.

In conclusion, I have pleasure in mentioning the following means by which it is intended to treat the Wicklow alluvials, viz., by:—

The Heiser Process.—In the employment of this improvement, all the materials treated are controlled by a system of compressed air, and during the operation the wash dirt is held in suspension, the heavy materials such as gold, other metal and/or precious gems being allowed to fall and settle on a specially perforated screen placed at the bottom of the sluice boxes, where it is deposited and remains safe from pilfering until claimed by those cleaning up the values. I have gone into the merits of this revolutionary process of treating alluvium and extracting its metallic contents, which method includes a thorough disintegration of the clay beds and the breaking up of all heavily packed other material found usually in placer mining, and can highly recommend the means by which Mr. Heiser both breaks down his ground and subsequently saves the maximum percentage of metal, particularly the fine particles of gold existing in the ground treated.

I am, Yours very truly,

I have made a special study of the history of past gold production from alluvial deposits in Ireland, and I have examined and reported on alluvial deposits in Wales and England.

In Ireland I have examined and sampled several miles of stream banks, three alluvial flats and one raised beach from amongst the property to be acquired by your Company. I made pannings from numerous samples which I took personally, and obtained visible gold in nearly every case. No estimated tonnage or yardage was possible from this examination, but the amount and the wide and even distribution of the values which I obtained fully justify me in strongly recommending the development of the property. The geological and topographical features are definitely favourable, the pits sunk and the river beds examined showed the absence of large boulders and objectionable clays.

I recommend the systematic working scale treatment of bulk samples from those areas for the actual recovery of the contained gold and the determination of the yields obtainable.

Yours faithfully,

BERNARD W. HOLMAN

I have pleasure in submitting the report on my prospecting and examinations of the gold-bearing gravels in Co. Wicklow. I spent over twelve months in the aggregate on this work in Ireland.

I have panned gold on these areas from the sea sands to twelve miles up-stream, on the Avoca, Aughrim and Gold Mine Rivers and their tributaries. I have produced gold by the methods of cradling, Long Toms and sluicing.

Yardage.—The gravels I have inspected and tested in Co. Wicklow, in my opinion, will amount to over 100 million cubic yards, of which 36 million cubic yards has gold in payable quantities. The values of the gravel during my testing varied from 6d. to 8s. per cubic yard; a safe average would be to estimate the whole 36 million cubic yards at 1s. 3d. per yard. The gold recovered varied from flour gold to small nuggets, up to half an ounce in weight.

Previous historical records of gold discoveries in Co. Wicklow, Ireland, stated that the local inhabitants in the short space of six or seven weeks produced not less than 2,660 ounces of pure gold, amongst which was several nuggets weighing from 9 to 22 ounces. (“Topographical Dictionary of Ireland,” pub. 1837, Vol. I, p. 60, by Samuel Lewis.)

By Special Process which I have introduced into hydraulic mining, and operated successfully in California and Australia, I anticipate recovering up to 90 per cent. of the gold contents in the Co. Wicklow alluvials at a working cost of 3d. per cubic yard. This special process is so arranged that power is generated by water under high pressure, thus enabling the operator to dig, disintegrate and treat any class of alluviums, compact or otherwise, that is to say, mixed with all classes of clays and pugs. While the gravels are being broken up in situ they are forced by another water jet under high pressure and propelled to a sump or pump hole where they are drawn and discharged into the sluice boxes which are placed at a certain height and angle so as to enable the current of water to carry off the materials. Whilst this is taking place air is introduced by special method that holds the mass in momentary suspension, enabling the heavy metallic particles, both small and large, to settle on a specially prepared flooring, where they are subsequently recovered safe from all pilfering.

I am, Gentlemen,

Yours truly,

M. E. HEISER, M.E.

Policy.—The Directors’ intention is to proceed immediately with the development of the gold bearing areas already reported upon by Mr. G. V. S. Dunn, Professor Holman and Mr. Heiser, and the installation of the necessary plant, and to commence mining operations on an initial production scale as outlined in their report.

Management. Mr. Maurice Emmanuel Heiser has agreed to act as General Manager of the Company and he should prove extremely valuable in view of his extensive knowledge of the properties acquired by the Company, and his wide experience in alluvial gold mining.

Working Capital.—The Directors estimate that, after payment of the estimated preliminary expenses, including underwriting and overriding commissions, and the estimate amounting to £69,000 for the installation of the requisite plant and equipment and the sum of £10,000 specified under Contract No. , there will remain a sum of approximately £50,000 for working capital which the Directors consider sufficient for the purposes of the Company.

Estimated Profits.—On the basis of the figures set out in the joint report of Professor Holman and Mr. Dunn, the profits for the first full year’s working—taking gold at 140s. English Sterling per fine ounce—should be approximately £105,000, and after making adequate provision for management expenses, depreciation and Directors’ fees, there should be available for reserves and dividends the sum of £83,000, i.e., the equivalent to over 41 per cent. upon the total share capital of the Company now being issued.

Purchase Consideration.—The consideration payable for the properties and the Heiser patent process above-mentioned is £62,000, payable as to £10,000 in cash and as to the balance of £52,000 by the allotment of 520,000 shares of 2s. each, credited as fully paid in the Capital of the Company.

The Articles of Association of the Company contain (inter alia) the following provisions:—

The qualification of a Director shall be the holding of shares in the capital of the Company to the nominal amount of £100.

Each of the Directors shall be paid by way of remuneration for his services a sum at the rate of £150 per annum and the Chairman shall be paid an additional sum at the rate of £100 per annum. The Directors shall also be paid out of the funds of the Company by way of further remuneration for their services such further sum or sums as the Company may in General Meeting from time to time determine and such further remuneration shall be divided amongst them in such proportions and manner as such Directors may by agreement determine and in default of such determination within three months of the same being sanctioned, equally between them.

The Directors shall be entitled to be repaid all reasonable travelling, hotel, and other expenses incurred by them respectively in or about the performance of their duties as directors, including any expense of attending Meetings of the Board or of Committees of the Board or General Meetings, and, if in the opinion of the Directors it is desirable that any of their number should make any special journeys or perform any special services on behalf of the Company or its business, such Director or Directors may be paid such reasonable additional remuneration and expenses therefor as the Directors may from time to time determine.

The remuneration of an alternate Director shall be payable out of the remuneration of the Director whom he represents.

The Directors may appoint one or more of their body to be Managing Director or Managing Directors for such period and at such remuneration as they think fit, which may be by way of salary or commission or participation in profits or by any or all of those modes.

The Directors from time to time, and at any time, may establish any Local Boards or agencies for managing any of the affairs of the Company in any specified locality, and may appoint any persons to be members of such Local Boards, or any managers or agents, and may fix their remuneration.

A Director of the Company may be or become a director of any Company promoted by this Company, or in which it may be interested as a Vendor, shareholder or otherwise, and no such Director shall be accountable for any benefits derived as director or member of such company. A Director may hold any other office or place of profit under the Company (except that of Auditor) in conjunction with the office of Director, and on such terms as to remuneration, and otherwise, as the Directors may arrange.

The preliminary expenses inclusive of registration fees, capital duty and brokerage (but exclusive of underwriting and overriding commissions), are estimated at £11,000 and are payable by the Company. The amount payable for underwriting and overriding commissions is £8,000.

The minimum amount which in the Directors’ opinion must be raised by the present issue of shares in order to provide for the balance of the sums required to be provided in respect of each of the matters referred to in Paragraph 5 of Part 1 of the 4th Schedule to the Companies Act, 1929, is £148,000, made up as follows:—

(b) Preliminary expenses, exclusive of underwriting and overriding commissions—£11,000.

The whole of the shares now offered for Subscription having been underwritten, the Directors will proceed to Allotment immediately upon closing of the List.

As Auditors of your Company we report in accordance with Schedule 4, Part 2 (1) of the Companies Act, 1929, that no accounts have been made up and no dividends declared since its incorporation on the , 1935.

Various sub-underwriting Contracts have been entered into, to which the Company is not a party.

A copy of the Memorandum of Association of the Company, with the names, descriptions and addresses of the signatories thereto and the number of shares subscribed for by them respectively, is printed in the fold hereof and forms part of this Prospectus.

Applications for shares should be made on the form accompanying the Prospectus and sent to Bank, Limited, New Issue Department, , London, E.C.2, and Branches, together with a remittance for the amount payable on application.

If no allotment is made, the application money will be returned in full. If the allotment is less than the amount applied for, the surplus will be credited in reduction of the amount payable on allotment and any balance remaining will be returned to the applicant.

Failure to pay the amount due on allotment will render the allotment liable to cancellation and the previous payment and the shares allotted liable to forfeiture.

Interest at the rate of 10 per cent. per annum will be chargeable on amounts in arrear.

A brokerage of 1 per cent. will be paid in respect of all allotments made on applications bearing the stamp of a Banker, Broker or other approved Agent, including allotments in respect of firm applications by underwriters but otherwise excluding applications made in direct relief of underwriters.

Certificates will be ready in exchange for fully-paid allotment letters on and after the , 1935. Partly paid certificates will not be issued.

Prints of the Memorandum and Articles of Association of the Company and the originals or copies of the above-mentioned Reports and Contracts may be seen at the offices of the Company’s Solicitors, Messrs. Harrison Sugden & Co., Australia House, London, W.C.2, at any time during business hours for seven days from the opening of the List.

Copies of the Prospectus and Forms of Application may be obtained from the Bankers, Solicitors and Brokers, and at the Registered Office of the Company.

APPENDIX V.

DRAFT PROSPECTUS OF WICKLOW GOLDFIELDS LIMITED.