SHARE SALE AGREEMENT EXECUTED TO ACQUIRE
ALTURA LITHIUM OPERATIONS
Pilbara Minerals Limited (“Pilbara Minerals” or the “Company”) (ASX: PLS) ispleased to
announce that it has entered into a Share SaleAgreement with Altura Mining Limited
(Receivers and Managers Appointed) (AdministratorsAppointed) (“Altura”) and Richard
Tucker and John Bumbak in their capacity as joint andseveral receivers and managers of
Altura (“Receivers”) for the acquisition of the shares in Altura Lithium Operations Pty Ltd
(“ALO”), which owns Altura’s Pilgangoora Lithium Project(“Altura Project”), for US$175
million1.
Pilbara Minerals has also proposed a Deed of CompanyArrangement (“DOCA” and “DOCA
Proposal”) toClifford Rocke and Jeremy Nipps in their capacity as administrators of Altura
(“Administrators”), under which Pilbara Minerals will now contribute A$6.0 million to a
DOCA fund, principally in support of the entitlementsowing to those Altura employees
who have been made redundant by the Receivers followingthe Altura Project being
placed into care and maintenance to mitigateoperational cash losses. The increased
contribution to the DOCA fund from A$4 million to A$6million is provided on the basis
that the second creditor’s meeting is held no laterthan 11 December 2020 to facilitate the
commencement and timing of Pilbara Minerals’ capital raising.
The signing of the Share Sale Agreement and submissionof the DOCA Proposal follows a
formal process run by the Receivers, in connection withthe Administrators, to market the
Altura Project and its assets for sale andrecapitalisation opportunities (“Receivership
Process”).The completion of the Receivership Process and signing of the Share Sale
Agreement represents the next step towards PilbaraMinerals ultimately acquiring the
Altura Project.
TIMETABLEAND NEXT STEPS
The pathway to complete the acquisition ofthe shares in ALO requires an approval of the
DOCA Proposal at a meeting of ALO creditors duringDecember 2020 and completion
thereafter of the proposed A$240 million equity raisingby Pilbara Minerals. These final
steps will enable the completion of the Share SaleAgreement, at which point Pilbara
Minerals would acquire the Altura Project (throughownership of all of the shares of ALO)
on an unencumbered basis.
The second creditors’ meeting at which creditors willvote on the DOCA Proposal is
expected to occur on or before 11 December 2020. Thesenior secured loan noteholders of
Altura (“LoanNoteholders”) have agreed to vote in favour ofthe DOCA Proposal.
If the DOCA Proposal is not approved, under theImplementation Agreement announced
on 28 October 2020, Pilbara Minerals and the LoanNoteholders have agreed to proceed with Pilbara Minerals’ acquisition of the Altura Project by changing from a Share Sale
Agreement to an Asset Sale Agreement with the Receiver. Completion of the asset sale is
not conditional on the DOCA Proposal being approved.
As previously announced to the ASX on 28 October 2020, Pilbara Minerals intends to fund
the acquisition through a combination of a fully committed A$240 million equity raising
(“ EquityRaising”) and existing cash reserves (after allowing for transactioncosts and
working capital requirements).
Coincident with the approval of the DOCA Proposal, Pilbara Minerals willcomplete a A$119
million cornerstone placement to AustralianSuper Pty Ltd in its capacity astrustee for
AustralianSuper (“AustralianSuper”) and Resource Capital Fund VII L.P. (“RCF VII”)
(“Placement”). Following thecompletion of the Placement, Pilbara Minerals intends to
launch a A$121 million accelerated non-renounceable entitlement offer, which isto be fully
underwritten by Macquarie Capital (Australia) Limited and sub-underwritten by
AustralianSuper and RCF.
As previously announced, the Equity Raising will take place at a fixed price ofA$0.36 per
share, representing a 11.4% discount to the five (5) day VWAP of shares onclose of trading
prior to the announcement of the conditional agreement to acquire the AlturaProject on
28 October 2020, with eligible Pilbara Minerals’ shareholders able toparticipate.
Further details on the equity raising including proposed timing and eligibleshareholders
who may participate in the entitlements offer will be announced following thesecond
meeting of creditors of ALO.
Uponthe release of this announcement, the Company requests the reinstatement of
trading of its securities.
(20min delay)