MINSUD RESOURCES CORP. ("MSR")
BULLETIN TYPE: Property-Asset or Share Disposition Agreement
BULLETIN DATE: November 18, 2019
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation pertaining to the disposition of up to 80% of Minera Sud Argentina S.A. (the "MSA"), subsidiary of the Company's wholly-owned subsidiary Minsud Argentina Inc. (the "MAI"), to an arm's length party, South32 Aluminium (Holdings) Pty Ltd (the "South32"), by way of the Earn-in Agreement, dated November 1, 2019 (the "Agreement").
According to the terms of the Agreement, the Company will receive up to CDN$14 million in capital contributions to the MSA over a period of 4 years, after which the South32 may exercise its right to acquire a 50.1% direct interest in the MSA by electing to subscribe for the MSA shares equal to 10% of the MSA shares, in consideration for capital contributions, and acquire the remaining 40.1% of the MSA shares from the MAI for a consideration of CDN$14 million. Alternatively, the South32 may undertake to complete a prefeasibility study ("PFS"), in which case it shall be entitled to subscribe for 50.1% of the MSA shares and shall have the right to acquire an additional 19.9% in the MSA exercisable on completion of the PFS. Upon delivering the PFS, the South32 may either elect to (i) pay to the MAI C$20 million to acquire 19.9% of the MSA's shares or (ii) fund a bankable feasibility study ("BFS"), such that in either case the South32 shall, following the relevant election, own 70% of the MSA shares and the MAI shall own 30% of such shares. If the South32 opts neither to fund the BFS nor to purchase the MSA shares from the MAI, its ownership in the MSA will be reduced to 49% and the MAI's interest shall be 51%. If the South32 has elected to fund a BFS, as long as such BFS is delivered on or before the third anniversary of that election, the South32 will have the right to be issued and subscribe or acquire an additional 10% of the shares of MSA such that, in aggregate, it will hold 80% of the MSA shares. If the BFS is delivered by South32 after the date which is the fourth anniversary but on or before the fifth anniversary of such election, the additional MSA shares to be issued and subscribed or acquired by South32 will be reduced to 5%. In this case, the aggregated participation will be 75%. If the BFS is delivered by the South32 after the date which is the fifth anniversary but on or before the sixth anniversary of such election, the South32's interest in the MSA will
For more information please refer to the Company's news release dated November 4, 2019.