As per announcementssigned 18th April 2012 (refer ASX release 3rd May 2012).
To finalise the transaction, ( has not occurred ) CSD will:
• issue to SPM 580,000,000 fully paid ordinary CSD shares (Consideration
Shares);
• issue a convertible note to SPM for $16.5 million which will be
convertible into 165,000,000 ordinary shares 12 months after the date of
issue;
• pay SPM $500,000 per calendar quarter for four quarters ($2 million in
total);
• issue 30,000,000 fully paid ordinary CSD shares to Snow Peak
International Investment (SPII) as repayment of a $3 million advance
payment made to Consolidated Tin as per the Heads of Agreement
Asset Sale Agreementthe liabilities to be assumed by the Company.
The material terms of the Asset Sale Agreement for the acquisition of the Assets
by the Company (Acquisition) are summarised below:
(a) (Conditions Precedent): The Acquisition is conditional upon:
(i) the Company completing a legal and financial due diligence
on the Assets within 14 days of executing the Asset Sale
Agreement;
(ii) SPM obtaining all necessary approvals or consents to allow SPM
to lawfully complete the transactions the subject of the Asset
Sale Agreement;
(iii) SPM and the Company obtaining all necessary approvals or
consents required for the assignment of the Contracts;
(iv) the Company obtaining all necessary approvals required by the
Corporations Act, the ASX Listing Rules or any other law to allow
the Company to lawfully complete the Acquisition;
(v) SPM procuring the removal of any caveats lodged over or in
respect of the Tenements or the consent of the caveator to the
Acquisition;
(vi) the Company, SPM and SPII receiving approval from the
Foreign Investments Review Board in respect of the Acquisition;
and
(vii) SPM procuring, to the satisfaction of the Company, the full and
final release of all liabilities in respect of the Assets, other than
The ( very complex involving overseas private or listed companies ) transaction is subject to security holders releasing, or consenting to the acquisition of, the various assets the subject of the transaction.
Until above occurs CSD is not a producer or owner of any SPM assets..
Yes the MOU has two stages that require finalisation, until both stages are finalised the transaction is not complete..
DYOR and always seek independent advice
As per announcements To finalise the transaction, ( has not...
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