MOD Resources Ltd, (ASX/LSE: MOD) the copper exploration and development company focused on the central Kalahari Copper Belt in Botswana, advises that the presentation, Sandfire to Aquire MOD Resources, has been released to the Australian Securities Exchange.
A full PDF version of the presentation is available from the Company’s website: https://www.modresources.com.au/presentations.
Sandfire to Acquire MOD Resources
Strengthening Sandfire’s global development and exploration pipeline
· Sandfire Resources NL (Sandfire) (ASX: SFR) to acquire 100% of MOD Resources Limited (MOD) (ASX/LSE: MOD) by way of a MOD Scheme of Arrangement (Scheme)1
· Value-accretive transaction for Sandfire based on T3 Feasibility Study with upside from regional exploration potential
· Highly prospective, dominant landholding on the underexplored Kalahari copper belt in Botswana
· Combination leverages the strengths of both companies to both optimise and de-risk development
· T3 Project in Botswana meets Sandfire’s investment criteria, including returns, cost profile, scale, life and upside potential
· Represents an attractive premium for MOD shareholders, whilst providing a funding solution for the development of T3 and retaining exposure to MOD’s significant exploration potential
· Sandfire and MOD have executed a binding Scheme Implementation Deed (SID)
· Implied Scheme Consideration of A$0.45 per MOD share2, valuing the equity of MOD at A$167 million3, with MOD shareholders to elect either:
– Scrip Consideration of 0.0664 Sandfire shares for every 1 MOD share held; or
– Cash Consideration of A$0.45 per share, subject to an aggregate Cash Cap of A$41.6 million4
· Sandfire has agreed to extend its dividend record date to no later than 15 November 2019 in order to allow MOD shareholders to participate if the Scheme is complete by this date
· Implied Scheme Consideration represents a premium of:
– 45% to the closing MOD share price of A$0.310 per share on 24 June 2019;
– 45% to the 20-day MOD VWAP of A$0.310 per share up to and including 24 June 20195; and
– 108% to the undisturbed closing MOD share price on 18 January 2019 (i.e. confirmation of Sandfire’s preliminary, indicative and non-binding approach to MOD as reported in the media)
· Unanimously recommended by the MOD Board, who have confirmed their present intention to vote in favour of the Scheme in respect of approximately 7.02% of MOD shares6
· Metal Tiger has agreed to vote in favour of the Scheme in respect of approximately 10.48% of MOD shares currently held and MOD shares that it will hold after the exercise of options prior to the Scheme meeting to a maximum of 19.9% of MOD shares
· 100% consolidation of MOD’s tenement package across the Kalahari copper belt with MOD to also acquire Metal Tiger Plc’s 30% indirect interest in several exploration licences
· SID contains standard “no shop”, “no talk”, “notification” and “matching rights” provisions, with a break fee payable in certain circumstances
Full RNS update LINK HERE
About MOD Resources
MOD Resources Ltd (ASX/LSE: MOD) is a dual listed copper exploration and development company with a dominant land position within the Kalahari Copper Belt in Botswana. The Company is focussed on the 100% MOD owned T3 Copper Project, expected to be a high-margin, low-cost copper mine. In parallel with the development of the T3 Copper Project, MOD continues its exploration program across several priority drill targets and within untested areas of interesting and potentially significant Cu-Zn soil anomalies.
A substantial in-fill drilling program is in progress with the objective to upgrade a portion of T3 Indicated Mineral Resources to the higher confidence Measured Resource category subsequent to this FS announcement.
MOD has a social licence to operate within Botswana as well as within the host community of Ghanzi. MOD will continue to work collaboratively with regulators and members of the Ghanzi District to ensure that any social investments and developments are targeted to create a positive and lasting legacy.
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