Ann: ACQUISITION OF HIGH-GRADE ARAXA NIOBIUM PROJECT, page-122

Guys, a lot of absolute CRAP has been written about this purchase by SGQ.

One can only wonder why?

If these detractors were correct in their DOWNRAMPING and criticism of this purchase, one would think that the seller would have just washed their hands of the asset and taken as much cash as they could and walked away.

But NAH, the seller wants a part of the action AND will have significant equity in this company. The following is a quote from the sale announcement:

2024 | Itafos (Bold added):

"David Delaney, Chief Executive Officer of Itafos, commented: “Today’s announcement of the divestiture of the Araxá asset continues to demonstrate our focus on delivering long term shareholder value through the focus on our core business. The sale of the Araxá Project has been structured as a cash and equity transaction. The structure allows Itafos to retain exposure in further upside in the Araxá asset as it is further derisked. This Transaction underlines our commitment to pursue strategic initiatives that enhance shareholder value as outlined on May 8th, 2024.”

Under the terms of the Agreement, St George will make a cash payment to Itafos of USD$10,000,000 at closing of the Transaction and will make deferred cash payments of USD$6,000,000 nine months after closing, and USD$5,000,000 18 months after closing (collectively, the “Deferred Payments”). Upon closing of the Transaction, St George will also issue to Itafos (a) ordinary shares of St George (“SGQ Shares”) representing 10% of St George’s outstanding share capital immediately following closing, (b) 9,999,990 options to acquire SGQ Shares at an exercise price of AUD$0.05, expiring three years from the date of issue and (c) 11,111,100 performance rights, convertible into SGQ Shares for no additional consideration upon satisfaction of (i) the closing of the Transaction and (ii) St George reporting an Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC) compliant inferred resource of no less than 25Mt @ 3.5% total rate earth oxide (“TREO”) at a cut-off of 2% TREO within five years from the date of issue."