Term
The Facility maybe terminated with 3 months’ written notice to Quantum (“Termination Notice”),
in which case Quantum must be paid in cash or gold a US$ amount equal to: Offtake Ounces yet to be delivered multiplied by the Reference Price as at the date of the Termination Notice minus 15% The Facility may only be terminated (in the manner set out above) upon the earlier of:
24 months having passed;
drawdown of at least US$240,000,000 under the Facility;
a ‘change of control’ with respect to Besra,
being any one of the following: acquisition by any person (or any person and their affiliates) as defined in the Canadian Business Corporations Act (CBCA) where, directly or indirectly,
the common shares in Besra held by that person and their affiliates totals 75.1% or more of Besra’s common shares then on issue for the first time;
orconsummation of a sale of all, or substantially all, of Besra’s assets (or the consummation of a reorganisation, merger or other transaction which has substantially the same effect);
oran insolvency event with respect to Besra.
The term of the Facility is otherwise until the earlier of delivery of the maximum 3m ounces, or early prepayment of the Facility in full.
20/09/2023
US$300m Facility – Conditions Precedent Satisfied
30 months from 20/09/2023 is roughly 20/03/2026.
Termination clauses " C and F and H and I "
Could be used.
The term of the GPA commences on the date of the GPA, and continues until the earlier of the following:
(a) the date on which the Company has delivered and sold to Quantum, 3,000,000 ounces of refined gold which Quantum has the right to purchase under the GPA and Quantum has purchased and paid for such refined gold;
(b) a party gives notice in writing electing to terminate the GPA as a result of the Conditions Precedent not being satisfied or waived in full on or before the date which is 85 business days after the date of the GPA;
(c) the parties all agree in writing to terminate the GPA;
(d) the Company terminates the GPA if either:
(i) 2 years has elapsed from the date the Conditions Precedent are satisfied, or
(ii) deposits totalling US$240,000,000 have been received by the Company;
(e) Quantum terminates the GPA if the Company fails to deliver refined gold within 5 business days of which the date on which sale and delivery is required;
(f) the Company terminates the GPA if Quantum fails to pay any part of the purchase price for the refined gold;
(g) either party fails to perform any other undertaking or obligation under the GPA and where that failure is remediable, either party (as applicable) does not remedy that failure within 55 business of the giving of notice;
(h) if a provision of a transaction document is or becomes or is claimed by either party to be wholly or partially invalid, void, voidable or unenforceable in any material respect and where remedial, is not remedied within 55 business days;
(i) an insolvency event occurs in respect of the Company or Quantum;
(j) a change of control of the Company or NBG occurs; or
(k) Quantum terminates if Bau doesn’t produce gold in mineral concentrate by no later than 31 December 2023.
The Company, during the term of the GPA, has undertaken to:
diligently construct, develop, equip, operate and maintain Bau in accordance with good operating practice; and
provide Quantum with a copy of a resource statement annually (or at such other intervals agreed between the parties).
All other terms and conditions of the GPA are considered standard for an agreement of this nature.
Bez is fully funded to finish pilot plant. If finished. Quantum will be able to receive gold equivalent to US$25,000,000.
Due diligence performed prior.
Due diligence undertaken by Besra included being given access to Quantum’s executive personnel who facilitated the access to the financial records of Quantum Metal Exchange Inc. and the financial statements and management accounts of Quantum Metal Sdn Bhd.
Besra was further able to review Quantum’s established gold consignment agreements with government bodies, banks, financial institutions and merchants for the supply of gold bullion between local Malaysian banks and international bullion suppliers. As a result of these agreements, in calendar year 2022 QMG generated physical gold sales of in excess of A$296m. In addition, in the same period QMG contracted to place physical gold to the tune of MYR 884,588,999, which equates to revenue of ~A$1.45b.
Bez could submit the 3 month written notice to terminate funding. And use the US$25 million to finalise pilot plant, Bez should be able to find other source of funding. Or capital raise !
BEZ IS NOT QUANTUM.
BEZ IS NOT QUANTUM.
Thou I agree a board restructure is paramount.
Acacia Executive Search have been appointed to recruit a replacement CEO for the Company.
BIGGEST RISK IS BOARD STRUCTURE.
NOT THE FINANCIALS.
CAPITAL RAISE WILL BENEFIT SHAREHOLDERS AND WILL SUSH NAYSAYERS.
Downrampers need not to respond.
My investment in Bez are just my winnings from Bez. I can buy another few hundred thousand shares if CR is needed.
3million ounce in the ground. Pilot plant is on its way.
this is just a bloody hiccup.
