FFR 0.00% 12.0¢ firefly resources limited

Ann: Trading Halt-MZN.AX, page-27

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    ASX/MEDIA RELEASE
    17 August 2015
    Rox Accepts $21.0 Million Offer for Reward Project Interest
    The Directors of Rox Resources Limited (ASX:RXL) (“Rox” or “the Company”) wish to advise that after receiving a number of competing offers for Rox’s interest in the Reward zinc-lead project, it has accepted a revised $21.0 million offer from Marindi Metals Limited (“Marindi”).
    The principal commercial terms of the offer (“Marindi Offer”) are:
     Cash of $8.0 million;
     Ordinary shares in Marindi (ASX:MZN), to a value of $4.0 million, to be issued at the same price at which Marindi intends to undertake a capital raising to facilitate the proposed transaction;
     210 million 3 year convertible notes with a total face value of $5.25 million ($0.025 per note), convertible into Marindi ordinary shares or redeemable by Marindi for face value plus accrued interest at 10% per annum (see Appendix for more details); and
     A deferred payment of $3.75 million, payable on completion of a bankable feasibility study, or the expiry of 6 years, whichever comes first.
    Commenting on the proposed transaction with Marindi, Rox’s Managing Director, Mr Ian Mulholland said, “Monetising the Reward project has been a long process, however I’m delighted with this outcome. If either the Marindi Offer successfully completes or Teck pre-empts, Rox will be well funded for the foreseeable future and under the Marindi Offer will have a substantial investment in a company with a first class Board and management team, together with a high quality zinc project portfolio.”
    Completion of a transaction with Marindi is conditional upon a number of matters, including:
     Rox having first offered its interest in the Reward project to Teck Australia Pty Ltd (“Teck”) as required under the terms of the Earn-in and Joint Venture Agreement (“JVA”) between Rox and Teck, and Teck not accepting the offer;
     Marindi completing a capital raising to fund the offer. Marindi has provided Rox with a letter of support from Argonaut Securities Pty Ltd to underwrite the proposed capital raising; and
     Marindi and Rox receiving requisite approvals from their shareholders to complete the transaction.
    The Board of Marindi has undertaken to recommend Marindi shareholders vote in favour of the transaction and capital raising.
    Rox will also be required to obtain approval from its shareholders for the transaction, and the Board of Rox has also undertaken to recommend Rox shareholders vote in favour of the transaction in the absence of a superior proposal.
 
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