Ann: Divestment of Taronga Tin Project in $34m Transaction, page-4

They have pulled a rabbit out of the hat: Taronga Tin Project Divested to First Tin plc for an Estimated $34m in Cash and Equity in a Globally Diverse Tin Company to Accelerate Mine Development.

• First Tin is a United Kingdom based, tin focused company with substantial tin assets in Saxony, Germany. First Tin is expecting to finalise a capital raising and IPO and list on the main board of the London Stock Exchange early in 2022.
• Aus Tin will receive 60 million shares in First Tin, or a minimum of 22.6% of the shares in First Tin at an expected issue price of not less than 30 pence in conjunction with a Capital Raising of not less than £20 million.
• Aus Tin has been provided with an anti-dilution mechanism whereby its share consideration will increase in the event the issue price is lowered below 30 pence so its equity % shareholding is maintained.
• The shares which Aus Tin is granted in First Tin will be subject to a maximum escrow period of 12 months. Under the SPA, the escrow period for some of the shares may be reduced if there is a change in control of First Tin or upon listing the First Tin shares trade at prices substantially in excess of the anticipated issue price during the escrow period.
• In addition to share consideration in First Tin, Aus Tin will receive cash of A$1.35 million.
• Aus Tin will be granted one Board seat provided its shares in First Tin continue to represent more than 10% of First Tin. Nicholas Mather is expected to fill that position.

Sale consideration payable to Aus Tin:
1. 60 million First Tin shares at an expected issue price of 30p = £18 million which at current exchange prices is notionally equivalent to A$32.96 million.
2. Cash of A$1.35 million.
3. Expected Total Consideration = A$34.31 million.