Could Deterra back out of this deal under its material adverse change clause?
Since the deal has been announced, Trident has had two public announcements from companies it holds royalties in which significantly impact on the value of their royalties or offtake rights:
1) Koolyanobbing royalty - On 20 June, Mineral Resources announces that it will close its Yilgarn iron ore operations by the end of the year (which includes Koolyanobbing, acquired from Cleveland Cliffs). Many analysts had expected this to continue to aound 2027 or so, so two to three years lost revenue from this royalty;
2) Eagle Mine offtake - On 25 June, Victoria Gold announced the suspension of operations due to a heap leach pad collaspe (it is a pure heap leach gold operation). The share price collasped along with the heap leach pad, falling 82% overnight. In my opinion, it's unlikely to be mining for a very long time. The company has US$169M in debt and the market capitalisation is now C$92 million. Trident had an entitlement to 25% of gold produced up to 1,1Moz, with 990koz remaining. This offtake was clearly one of their key royalties - one of 5 in their slide deck.
Given these two events, when viewed together, one has to question whether Deterra will use its "material adverse change" clause to terminate the deal.
Relevant terms below which it could use:
No Adverse Change, Litigation or Regulatory Enquiry
(f) except as Disclosed, since the Last Accounts Date:
(i) no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects of any member of the Wider Trident Group which is material in the context of the Wider Trident Group taken as a whole;
...
(iv) no steps having been taken which are likely to result in the withdrawal, cancellation, termination or modification of any licence or permit held by any member of the Wider Trident Group which is necessary for the proper carrying on of its business and which would have a material adverse effect in the context of the Wider Trident Group taken as a whole; and
(v) no member of the Wider Trident Group having conducted its business in breach of any applicable laws and regulations and which is material in the context of the Wider Trident Group taken as a whole;
Wider Trident Group means Trident and its subsidiary undertakings, associated undertakings and any other undertaking in which Trident and/or such undertakings (aggregating their interests) have a significant interest (in each case, from time to time) but excluding any member of the Wider Deterra Group
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