ML18270A393
| ML18270A393 | |
| Person / Time | |
|---|---|
| Site: | 03037023 |
| Issue date: | 09/20/2018 |
| From: | Wells P Dorsey & Whitney, LLP, Sumitomo Metal Mining Pogo |
| To: | Carol Hill, Michelle Simmons NRC Region 4 |
| References | |
| 609978 | |
| Download: ML18270A393 (8) | |
See also: IR 05000292/2012001
Text
Hill, Carol From: Sent: To: parker.wells@dorsey.com
Thursday, September
20, 2018 12:41 PM Hill, Carol; Simmons, Michelle Cc: Prince.William@dorsey.com;
machlis.ben@dorsey
.com; ruby.chan@dlapiper.com;
david.reid@dlap
i per.com Subject: [External_Sender]
Notice of Change of Control -NRC MATERIALS
LICENCE NO. 50-29212-01
Attachments:
Change of Control Filing -Pogo Mine -NRC Materials
License 50-29212-01...
.pdf Importance
- High Carol and Michelle, Attached to this email please find a change of control filing for NRC Materials
License No. 50-29212-01 (License), which covers a sealed source industrial
instrument
used for the purposes of measurements
during the metallurgical
processing
of gold at the Pogo Mine. Sumitomo Metal Mining Pogo LLC (SMM Pogo) is the licensee under the License. Sumitomo Metal Mining America Inc. (SMM), the parent of SMM Pogo, and its affiliate
SC Minerals America Inc. have entered i nto a Purchase Agreement
with Northern Star Resources
Ltd (ACN 092 832 892) (Northern
Star) and its subsidiary
Northern Star (A la ska) LLC (NSAK) whereby NSAK will acquire 100% of the issued membership
interests
in the capital of SMM Pogo, and thereby Northern Star will become the new parent corporation
of SMM Pogo. SMM and Northern Star are jointly submitting
this Notice of Change of Control and Ownership
Information.
P l ease note that the License is not being transferred
as part of the transaction, rather the transaction
creates an upstream change of ownership
above the level of the current licensee, SMM Pogo. At this t i me there are no proposed changes to the licensee, contact information
or terms and conditions
of the License. The proposed transaction
is very time sensit i ve and both SMM Pogo and Northern Star would greatly appreciate
and hereby request exped i ted review and approval of the proposed change of control for the License. Please let me know if you have any questions, or need any additional
information.
My contact information
is included in my signature
below. We look forward to working with the NRC to complete the change of control process and appreciate
your time and efforts on this application.
Thank you, Wells S. Parker Partner PUBLIC a Immediate
Release ~nnal Release NON.PUBLIC
a A.3 Sensitive-Security
Related a A.7 Sensitive
Internal ( )J> DO R S EY .. alw a ys ahead a Other: -/\/ / ___ / r<..,..,.,.
dl,iz;o ... ,~ lg' DORSEY & WHITNEY LLP 111 S. Ma in Street Suite 210 0 I Salt Lak e City, UT 84111-2176
P: 801.933.7364 F: 801.880.8425 WWW.DORSEY
.COM :: SALTLAKECITY
- BIO :: V-CARD CONFIDENTIAL
COMMUN I CATI O N E-mails from this firm normally contain confidential
and privileged
material, and are for the sole use of the intended recipient.
Use or d i s t r ib ution by an unintended
re cipient i s prohibited, and may be a violation
of law. if you believe that yo u re ceived this e-mail in error, please do not rea d this e-mail o r any attached items. Please delete the e-mail and all attachment
s , including
any copies thereof, and info rm the sender that you have delet ed the e-mail, all attachments
and any copies thereof Tha nk you. 1 .... 609978
September
19, 2018 VIA ELECTRONIC
MAIL Nuclear Materials
Safety Branch B United States Nuclear Regulatory
Commission, Region IV 1600 E. Lamar Blvd Arlington, Texas 76001-4511 Attention:
Michelle R. Simmons, Health Physicist
Re: NRC MATERIALS
LICENCE NO. 50-29212-01
Notice of Change of Control and Ownership
Information
Dear Ms. Simmons, Sumitomo Metal Mining Pogo LLC ("SMM Pogo") is the legal licensee under NRC Materials
License No. 50-29212-01, as amended under Amendment
No. 3 dated February 1, 2018 ("License")
for the possession
and operation
of a sealed source device used in the operation
of the Pogo gold mine facility in Alaska ("Mine). Sumitomo Metal Mining America Inc. ("SMM"), the parent of SMM Pogo, and an its affiliate
SC Minerals America Inc. have entered into a Purchase Agreement
dated August 29, 2018 ("Purchase
Agreement")
with Northern Star Resources
Ltd (ACN 092 832 892 ("Northern
Star") and its subsidiary
Northern Star (Alaska) LLC ("NSAK") whereby NSAK will acquire 100% of the issued membership
interests
in the capital of SMM Pogo, and thereby Northern Star will become the new parent corporation
of SMM Pogo ("Transaction").
SMM and Northern Star ("Applicants")
submit this Notice of Change of Control and Ownership
Information
pursuant to U.S. Code of Federal Regulations
10 CFR §30.34(b)
and the change of control requirements
adopted by the NRC and set forth in Nuclear Regulatory
Commission
Consolidated
Guidance About Materials
Licenses, NUREG-1556
Volume 15, Rev. 1 ("NRC Guidance"), and request that the NRC provide its approval for the change of control of SMM Pogo resulting
from the Transaction.
This notice sets forth the information
required by the NRC Guidance relating to a change of control affecting
the ownership
of the License. I. Change of Control Requirements
A. Description
of Transaction.
Applicants
are instructed
to provide a complete description
of the proposed transaction, including
the new name and contact information
for the organization
gaining control of the license (NRC Guidance Criteria 5.1). On August 29, 2018, Sumitomo Metal Mining America Inc. ("Sumitomo"), SC Minerals America Inc. ("SC Minerals"), Northern Star, and NSAK entered into the Purchase Agreement.
Under the Purchase Agreement
Sumitomo and SC Minerals agreed to sell all of the membership
interests
in SMM Pogo and its affiliate
SC Pogo, LLC to NSAK, a subsidiary
of Northern Star for US$260,000,000.
A diagram of the Transaction
is attached to this letter as Exhibit A. Northern Star (ASX: NST) is a publicly traded company on the Australian
Stock Exchange (ASX) with total annual gold production
of approximately
525,000-575,0000
ounces per year. Northern Star is one of the 100 largest ASX listed stocks with a market cap exceeding
US$5 billion. "" 609978 48 I 0-88 I 5-8322\3
B. Changes of Personnel.
Applicants
are directed to provide information
concerning
changes in personnel
that have control over licensed activities, including
pertinent
training, experience
and qualifications
of the individuals (NRC Guidance Criteria 5.2). The Transaction
does not provide for or anticipate
any changes to personnel
that have control over licensed activities
under the License. All site contacts will remain unchanged
with operations
continuing
under the Mine's General Manager Chris Kennedy. C. Changes of Location, Equipment
and Procedures.
Applicants
arc instructed
to provide a description
of planned changes in location, facilities, equipment, or procedures
that would normally require a license amendment (NRC Guidance Criteria 5.3). The Transaction
does not provide for or anticipate
any changes in the location, facilities, equipment
or procedures
used under the License. The Transaction
is the sale of membership
interest in SMM Pogo and will have no effect on any of the SMM Pogo Mine facilities, or any of the equipment
or procedures
used at the SMM Pogo Mine facilities.
D. Surveillance
Records. Applicants
must submit a statement
that all required surveillance
has been performed, documented
and reviewed.
If there are surveillance
items that are not or will not be completed
by the date of the license transfer, the licensee must submit to the NRC the reasons the items will not be completed, any corrective
actions required and the date these corrective
actions will be completed (NRC Guidance Criteria 5.4). SMM Pogo, as the current licensee under the License, states that all required surveillance
for the licensed materials
and all equipment
covered by the License has been performed, documented
and reviewed.
The Transaction
does not provide for or anticipate
any changes to the monitoring
or surveillance
records under the License or changes to the record keeping and reporting
procedures
currently
used at the SMM Pogo Mine facilities.
E. Decommissioning
and Related Records Transfers.
Applicants
are required to arrange for the transfer and maintenance
of records important
to the safe and effective
decommissioning
of facilities
involved in the licensed activities
and to describe herein the method and proposed timetable
for the transfer of records. As part of the transfer Applicants
must disclose the current status of the licensed facility with regard to ambient radiation
levels and fixed and removable
contamination
as a result of the licensed activities
thus far conducted
at the facility.
To the extent contamination
is present at the licensed facility, Applicants
must describe how and when decontamination
will occur or state that decommissioning
has yet to be determined.
After a disclosure
of the status of the facility, the transferee
must confirm in writing that it accepts full responsibility
for the decommissioning
of the site, including
all contaminated
facilities
and equipment (NRC Guidance Criteria 5.5). The Transaction
does not provide for or anticipate
any changes to the records relating to the License. All of SMM Pogo's records relating to the Mine and the License will remain in the possession
of SMM Pogo. Radiation
is not currently
and will not in the future be released into the environment;
the radiation
source is contained
within industrial
instruments
used for the purposes of measurement
during the metallurgical
processing
of gold. There is no contamination, or ambient radiation
levels at the licensed facility.
SMM Pogo continues
to accept, and its controlling
company following
closing of the Transaction, Northern Star, does accept, full responsibility
for the 2
decommissioning
of the site including
all facilities
and equipment
including
any contamination
and any contaminated
facilities
and equipment
F. Transferee's
Commitment
to Abide by the Transferor's
Commitments.
The transferee
in a change of control application
must either provide (i) an agreement
to abide by all constraints, license conditions, requirements, representations, and commitments
identified
in and attributed
to the existing license; or (ii) a description
of the transferees'
program to ensure compliance
with the license and regulations. In addition, if any unresolved
enforcement
or inspections
issues exist under the license the transferee
must address the action to be taken to resolve such issues (NRC Guidance Criteria 5.6). As previously
stated, this Transaction
does not affect SMM Pogo's License, nor does it affect SMM Pogo's commitment
to continue to abide by all of the constraints, conditions, requirements, representations
and commitments
of the License before or after the closing of the Transaction. Furthermore, Northern Star as the parent company of SMM Pogo following
the closing of the Transaction
confirms SMM Pogo's commitment
to continue to abide by all of the constraints, conditions, requirements, representations
and commitments
of the License after the closing of the Transaction.
There are no unresolved
enforcement
or inspection
issues currently
existing under the License. Thank you for your assistance
with this Transaction. SMM and Northern Star would greatly appreciate
NRC's prompt consideration
of this request for approval of the change of control of SMM Pogo and the License resulting
from the Transaction.
We look forward to working with the NRC to achieve approval of the change of control. If any additional
information
is needed, please do not hesitate to contact us. Sumitomo Metal Mining Pogo LLC Contact: Arron Heyrend, RSO Phone: 907-895-2895 Email: arron.heyrend@smmpogo.com
Northern Star Resources
Limited. Contact: Hilary Macdonald, Company Secretary
Phone: +61 8 6188 2140 Email: compliance@nsrltd.com
This Notice is signed and executed by Toshiaki Maeda as President
of SMM and by Hilary Macdonald, General Counsel & Company Secretary
of Northern Star. 3
EXECUTED this 19th day of SEPTEMBER, 2018. Sumitomo Metal Mining Pogo LLC *fl \1] -~;( q~ By: Toshiaki Maeda Its: President
Northern Star Resources
Limited (ACN 092 832 892) By: Hilary Macdonald
Its: Company Secretary
4
0 co co 0) J .. ( Exhibit A Transaction
Diagram (Purchase
of SMM Pogo and SC Pogo LLC by NSAK and Northern Star) Pre-Closing
Post-Closing
Northern Star Resources
Limited (ACN 092 832 892) Sumitomo Metal Mining SC Minerals America Inc. (Australia
n public listed company) America Inc. (De l aware Corporation)
I (De l aware Corporation)
Northern Star (Holdings)
Pty Limited (ACN ..... ..1. ..........
........................ 626 052 784) (Australian
proprietary
company) I .............. -1 ...............
.............. Sumitomo Metals Mining Pogo LLC Northern Star (Alaska) Incorporated (De l aware Corporation)
SC Pogo LLC (Alaska Limited (Alaska Limited Liability
Company) \, I Liability
Company) Northern Star (Alaska) LLC (Delaware
Limited Liability
Company) ........................ t .......................... r .. *1 \,., ... ,.,., .*......... NRC Materials
License /.,// i "-..,. No. 50-29212-01
...... ***** * ') NRC Materials
License .......... .// No. 50-29212-01
- ***********
Company) Liability
Company) .... . ..........................................
- I ..... * ( ** .. ... **,'****---.,,, ..... .
NRC FORM 532 U.S. NUCLEAR REGULATORY
COMMISS I ON (05-2016)
~0..._tJ-A ltEO(/( .. > .. * o..,, ... ; ACKNOWLEDGEMENT
-RECEIPT OF CORRESPONDENCE
- .,.
- ,: .. ') ....... +O~ Name and Address of Appl i cant and/or Licensee Date I 09/24/2018
I Arron Heyrend I License Number(s)
I Radiation
Safety Officer 50-29212-01 Sumitomo Metal Mining Pogo LLC Mail Control Number(s)
3204 International
Street Fairbanks, Alaska 99701 I 609978 I Licensing
and/or Technical
Reviewer or Branch C. Hill This i s to acknowledge
receipt of your: [Z] Letter and/or D App li cation Dated: 09/19/2018
The initial processing, which included an administrative
review, has been performed.
[ZJ Amendment
0 Termination
0 New License D Renewal D There were no adm ini strative omissions
identified
during our initial review. D This is to acknowledge
receipt of your application
for renewal of the materia l (s) license identified
above. Your app l ication is deemed timely filed, and accordingly, the license will not expire until fina l action has been taken by this office. D Your application
for a new NRC license did not include your taxpayer identification
number. P l ease complete and submit NRC Form 531, Request for Taxpayer Identification
Number, located at the following
link: http://www.nrc.gov/r eadin g-rm/doc-collect
i ons/fo rm s/nr c53 1.pdf Follow the instructions
on the form for submission. D The fo ll owing administrat
i ve omissions
have been identified:
Your application
has been assigned the above listed MAIL CONTROL NUMBER. When calling to inquire about this action, please refer to this control number. Your application
has been forwarded
to a technical
reviewer. Please note that the technical
review, which is normally completed
within 180 days for a renewal application
(90 days for all other requests), may identify additional
omissions
or require additional
information. If you have any questions
concerning
the processing
of your application, our contact information
is listed below: Region IV U. S. Nuclear Regulatory
Commission
DNMS/NMSB
-8 1600 E. Lamar Bou l evard Arlington, TX 76011-4511
(817) 200-1103 or (817) 200-11 40 NRC FORM 532 (05-2016)
BETWEEN: Accounts Receivable/Payable
and Regional Licensing
Branches [ FOR ARPB USE J INFORMATION
FROM WBL Program Code: 03120 Status Code: Pending Amendment
Fee Category:3P
Exp. Date: 01/31/2026
Fee Comments: Decom Fin Assur Reqd: N License Fee Worksheet
-License Fee Transmitta
l A. REGION 1. APPLICATION
ATIACHED Applicant/Licensee
- Sumitomo Metal Mining Pogo LLC Received Date: 09/20/2018
Docket Number: 3037023 Mail Control Number: 609978 License Number: 50-29212-01 Action Type: Amendment
2. FEE ATIACHED Amount: Check No.: 3. COMMENTS Signed: Date: B. LICENSE FEE MANAGEMENT
BRANCH (Check when milestone
03 is entered / 1. Fee Category and Amount: ------------------2. Correct Fee Paid. Application
may be processed
for: Amendment:
Renewal: License: Signed: Date: 1