HLX helix resources limited

The proposed W.A tenements deal has not been scuttled. It’s a...

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    The proposed W.A tenements deal has not been scuttled. It’s a deal. If you read the terms and conditions, one of them was HLX were willing to issue those shares only if they got shareholder approval but if they didn’t get shareholder approval to issue those shares, then they will pay a cash consideration for the acquisition. So, irrespective of HLX not getting approval of issuing shares they will still pay cash consideration. HLX, now own those W.A tenements. I’ve copied and pasted those terms and conditions down below.

    See below: I’ve highlighted the most important parts.
    Key Commercial Terms of the Binding Agreements (refer Appendix B for further details)

    The Binding Agreements with each of the Vendors are a combination of an acquisition of a 51% interest in the Projects followed by an ‘Earn-in’ Joint Venture (JV) to potentially earn up to 90% in each of the Projects. The completion of the acquisition of a 51% interest in the Projects (Settlement) is subject to several conditions including the Company entering into formal agreements with the Vendors (such as a formal tenement sale and purchase agreement on terms materially consistent with the Binding Agreements). Appendix B sets out the key commercial terms of each Binding Agreement, with a short high-level summary included below.
    Agreement with Omni GeoX Pty Ltd (“Omni”

    Key Agreement Terms:
    • Acquisition of 51% interest in the Doolgunna Exploration Licence (E 52/4264) by Helix (Doolgunna Project).
    • Unincorporated earn-in joint venture (JV), with Helix to potentially earn up to 90% interest (Retained production royalty)
    • Settlement subject to Conditions which includes (among other conditions):
    a) No Helix Board control change in that Mr Michael Povey, Mr David Scoggin and Mr Kevin Lynn not
    being elected to the board of directors of Helix (Board) at Helix’s 2024 Annual General Meeting, scheduled for 19 November 2024, such that they constitute a majority of the members of the Helix Board (Board Control Condition).
    b) Completion of due diligence investigations to the satisfaction of Helix.
    • Subject to Settlement, Omni has the option to appoint a nominee as a Non-Executive Director to the Helix
    Board. Consideration:
    • Upfront non-refundable cash deposit of $60,000, subject to satisfaction of the Board Control Condition and Helix being satisfied of the results of its technical due diligence investigations.
    • On Settlement: cash payment of $100,000; and additional $300,000 cash or 75million fully paid ordinary shares in Helix (Shares) at Helix’s discretion. The issue of 75 million Shares is subject to Helix obtaining shareholder approval and the Shares will be subject to voluntary escrow arrangements (refer to Appendix B for further details).
    • On Settlement, Omni will be granted a Gross Revenue (GR) royalty interest of 2.0% for mineral production from the project. Helix has the first right of refusal.
    Earn-in terms:
    • Earn-in Stage One (taking Helix from 51% to 75% Ownership). Helix to spend $1,000,000 to earn an additional 24% equity in the Doolgunna Project within 3 years. Minimum expenditure before withdrawal to be $300,000 within 18months.
    • Earn-in Stage Two (taking Helix to 90% Ownership) Helix to spend $1,000,000 to earn an additional 15% equity in the Doolgunna Project within a further 3 years after stage one earn-in period. After which, Omni may elect to co-fund pro-rata to equity held or standard dilution applies.

    Agreement with OD4 Tom Price Pty Ltd (“OD4TP”
    Key Agreement Terms:
    • Acquisition of 51% interest in the Exploration Licences set out in Table A below (excluding the Doolgunna Exploration Licence) by Helix (Odette or OD4 Projects).
    • Unincorporated earn-in joint venture (JV), with Helix to potentially earn up to 90% interest (Retained production royalty)
    • Settlement subject to Conditions which includes:
    a) No Board control change in that Mr Michael Povey, Mr David Scoggin and Mr Kevin Lynn not being
    elected to the board of directors of Helix (Board) at Helix’s 2024 Annual General Meeting, scheduled for 19 November 2024, such that they constitute a majority of the members of the Board (Board Control Condition)
    b) Completion of due diligence investigations to the satisfaction of Helix.
    Consideration:
    • Upfront non-refundable cash deposit of $25,000, subject to satisfaction or waiver of the Board Control Condition and OD4 Rocklea Pty Ltd transferring the OD4 Project to OD4TP.
    • On Settlement: cash payment of $180,000; and additional $300,000 cash or 75million Shares at Helix’s discretion. The issue of 75million Shares is subject to Helix obtaining shareholder approval and the Shares will be subject to voluntary escrow arrangements (refer to Appendix B for further details).
    Earn-in terms:
    • Earn-in Stage One (taking Helix from 51% to 75% Ownership) Helix to spend $1,000,000 to earn an additional 24% equity in the OD4 Project within 3 years. Minimum expenditure before withdrawal to be $300,000 within 18 months.
    • Earn-in Stage Two (taking Helix to 90% Ownership) Helix to spend $1,000,000 to earn an additional 15% equity in the OD4 Project within a further 3 years after the stage one earn-in period. After which, OD4TP may elect to co-fund pro-rata to equity held or, if it holds less than 10% interest in the OD4 Project, then it will convert its remaining interest in the OD4 Project into a a Net Smelter Return (NSR) royalty interest of 1.0% for mineral production from the OD4 Project. Helix will be granted a first right of refusal.
    Last edited by Money made: 24/11/24
 
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