SMW Group Merger Announcement

New Zealand Exchange Limited P.O. Box 2959 Wellington 5 June 2020 Dear Sir, SMW Group Merger Announcement. In April Aorere Resources Limited (AOR) announced that it had entered into an agreement to acquire an Australian company, All Industrial Network Limited (AIN) for a purchase price of approximately NZ$53 million, to be paid through an issue of new AOR shares (the Acquisition). AIN was established in 2019 for the purpose of acquiring businesses in the mining, engineering and construction services sector. At completion of the Acquisition AIN (to be renamed SMW Group) will own two businesses: o SMW - SMW is a diversified mining support and industry services provider based in Rockhampton, Queensland. SMW has been operating since 2010 and employs over 320 staff. SMW has three key business divisions covering heavy fabrication and engineering, field services and abrasive blast and paint. SMW works with a number of market leading mining and infrastructure related entities, including BHP/BMA, Anglo Coal, Coronado Curragh, Aurizon (rail transport services) and the Rockhampton City Council. o BAE Engineering - BAE is based in Mackay, Queensland and has been operating since 2011. It provides specialised mining support services, mineral processing equipment and solar power to the mining and construction industries. BAE has over 70 staff working in two principal divisions - maintenance field services and fabrication, design and drafting. BAE works with a number of major mining companies operating in the Northern Bowen Basin, including BMA, Glencore, Leighton, Thiess, Anglo American and Energex. Today in Australia SMW Group released the following announcement concerning the merger. SMW GROUP TO PUBLICLY LIST Two businesses are coming together this month. SMW and BAE Engineering are merging to create a new parent company SMW Group Limited. SMW is a diversified mining support and industry services provider based in Rockhampton, Queensland. SMW has been operating since 2010 and employs over 320 staff. SMW has three key business divisions covering heavy fabrication and engineering, field services and abrasive blast and paint. SMW works with a number of market leading mining and infrastructure related entities, including BHP/BMA, Anglo Coal, Coronado Curragh, Aurizon (rail transport services) and the Rockhampton City Council. BAE is based in Mackay, Queensland and has been operating since 2011. BAE provides specialised mining support services, manufacturing mineral processing equipment supplied to the mining, construction, petrochemical and sugar industries. Offering a complete solution, from innovative design, product manufacture or maximising the return on a client asset investment through our specialised repair process. BAE is seen as a valued and integral supplier within the Bowen Basin region. BAE has over 70 staff working across three principal divisions - Maintenance and Field Services, Workshop Manufacture and Fabrication, 3D Scanning and Design drafting. BAE supports and executes service for the major mining houses operating in the Northern Bowen Basin, including BMA, Glencore, Stanmore, Thiess, Anglo American, Peabody, Batchfire and Port Infrastructure. BAE founding partner Oliver Sabu notes "Exciting times ahead for the constantly growing BAE team. We look to this merger as an investment into the future of BAE, and our current employees who have made it the successful organisation it is today. The synergies that will arise as a group will be the catalyst of a larger and more diverse footprint with in the Manufacturing and Maintenance sectors, solidifying long term business opportunities through servicing our current and new customer base. The idea is to deliver projects as a one stop shop for the client effectively and economically" This new parent company will be a market leader when it comes to the mining, engineering and construction services sector. The company will subject to receiving final approvals, be listed on the NZX Market in New Zealand as SMW Group Limited (NZX:SMW), with a view to eventually listing on the ASX. SMW Group founding partner Jack Trenaman noted "The merger represents an exciting step in the growth of the company, as well as an expansion of our ability to deliver services to our existing clients. Our business's footprint will now cover Mackay and Rockhampton, meaning that we can provide services to the Bowen Basin and major projects in a faster, smarter and more efficient manner" "As we expand our potential, this also means we will be able to work with customers in new and improved ways. Whether this looks like an expansion to our field service offering, new projects in civil or defence or even duplicating our successful industrial cleaning or solar power divisions in a new location, we'll be on the lookout to provide maximum value to our customers in the simplest way possible". The Chair of the newly formed public listing will be Chris Leon. Chris is a veteran industrial leader with listed company experience both in Australia and Asia. He is a professional engineer with a wide range of experience in heavy engineering including in the LNG, Industrial Gases, Mining, Fertiliser, Lime, Cement and Steel Mill Services. He has significant commercial experience and a successful track record in Mergers and Acquisitions in both the formation of IPL Ltd and the integration of Cement Australia. He has a track record of working effectively with both state and federal governments. Mr Leon commented "I'm delighted to be working with the new SMW Group which will capitalise on the inherent skills and experience of both the SMW and BAE teams as well as their strong reputations for servicing the needs of our Industrial customers in Central Queensland. The larger critical mass of the combined entity, together with the governance assurance of a listed business, will open up new opportunities. As a listed business the Group will have improved access to capital for expansion: both organic and through acquisition." Queensland Resources Council CEO Ian Macfarlane noted that a public listing amidst a COVID 19 pandemic showed the importance and enormous resilience of the resources sector in Central Queensland. "Agriculture and Resources have been the backbone of the economy and will continue to drive this State forward. "As the world's largest coal exporter, and potentially the world's largest LNG exporter around the turn of the decade, Australia is an energy superpower with over 280 years of black coal, 50 years of gas, and 30 years of oil at current production rates." "The long-term outlook for metallurgical coal, which accounts for two-thirds of Australia's total coal export earnings, is positive. There is no proven competitive substitute for metallurgical coal in blast-furnace steel-making and the ongoing urbanisation and industrialisation of emerging Asia will require steel." "These are all opportunities for companies like the SMW group to grow and expand with the industry. I commend them on their vision and look forward to seeing their expansion in the region" Queensland Senator Matthew Canavan notes the importance of the resources industry in central Queensland, and how pivotal growth in the sector is to all Queenslanders "SMW have grown from a small partnership employing 5 people to their current size at over 320 staff and some of the smartest technology in the region" "The mining sector is the bedrock of central Queensland, delivering nearly 12,000 full time jobs and inputting $3.4 billion into our local region. This is on top of the $5.2 billion in royalties that's shared throughout Queensland". "SMW is a pivotal supporter of this industry. With their field and local maintenance and manufacturing staff, they are ensuring that mines are continuing to run and resources are continuing to deliver for our region and with this new partnership, they will only keep growing our local economies and employing regional Queenslanders." Michelle Landry MP commented that "Jack, Frank and Scott are a part of the fabric of this community and continually giving back. The resources are in Central Queensland, the work is here and companies like Adani and the SMW Group have the confidence to invest in Central Queensland. As an LNP Government we understand that the resources and agricultural sector in Northern Australia are what keeps this country afloat and we back companies like SMW in their investment" Federal Member for Dawson George Christensen congratulated the companies on the consolidation. "This business move demonstrates the strength of the mining and construction services industry in our region as well as the confidence that SMW Group have in our future," Mr Christensen said. "It's great to see local businesses grow in scale to the point where they're publicly listing, and I applaud their commitment to supporting local jobs." Media Contacts SMW Group Ltd CEO Jack Trenaman 0448342734 BAE Oliver Sabu 042948210 Additional Information, Photos and Footage found at: https://drive.google.com/drive/folders/14BHfoO2quhsltNCP_Zqn3U41pF0Me9Jf Regards, Chris Castle Managing Director Aorere Resources Limited Level 1, 93 The Terrace Wellington Email: chris@widespread.co.nz End CA:00354256 For:AOR Type:GENERAL Time:2020-06-05 16:40:51