Details of Acquisition of 65% Interest in License 8245L The material terms of the proposed acquisition are as follows:
(a) Parties: - Mustang Resources Ltd (“Purchaser” or “MUS”) and Regius Resources Group Ltd (“Regius” or “Vendor”)
(b) Interest being acquired: A 65% shareholding in an entity incorporated specifically to hold the license (SPV) with the remaining 35% held by the current license holder (SLR Mining Lda) which is contractually obligated to transfer the license to the SPV.
(c) Consideration: 30,000,000 MUS Ordinary Shares (escrowed for 24-months from date of issue) and US$100,000.
(d) Conditions Precedent: The conditions precedent which must be satisfied (or waived) prior to MUS completing the proposed acquisition include, due diligence, ASX Listing Rule 11.1.3 not applying, all necessary regulatory, shareholder and third party approvals in Australia and Mozambique to allow MUS to lawfully complete the acquisition and an independent expert opining that the proposed acquisition is fair and reasonable or not fair but reasonable for MUS’s shareholders not associated with the transaction.
(e) Funding commitment: MUS will be required to sole fund all expenditure for the full duration of the project by providing a loan to the newly incorporated entity established to hold the license (65% held by Mustang and 35% held by SLR Mining Lda owned by a Mozambican individual). 100% of the revenues generated from the sale of rubies recovered from the license during the bulk sampling program will be used to repay the loan balance for the bulk sampling program and once that loan is repaid profits will be distributed in proportion to the shareholdings in the entity holding the license. Loans made subsequently by MUS for other purposes (e.g. commercial scale mining operations) will be repaid by distributing 50% of the revenues generated from the sale of rubies recovered from the license to repayment of the loan with the remaining 50% distributed proportionately to shareholders.
(f) Put option: SLR Mining Lda will have the right to sell its shareholding in the SPV to MUS at any time after identification of a mineable resource at a price to be determined by an independent expert.
(g) (Decision to mine payment): MUS will be required to pay SLR Mining Lda (the current license holder) US$1,500,000 following the successful completion of the 150,000 tonne bulk sampling program which leads to the decision to start full-scale mining.
(h) (Decision not to proceed): Should MUS decide not to proceed with the project it agrees to sell its interest in SPV to SLR Mining Lda for MZM10 (~0.02 cents) and write off all shareholder loans.
(i) (No Board changes): There will be no change to the board of MUS as a result of the proposed acquisition but SLR Mining Lda will have the right to appoint 1 of the 3 directors on the SPV and receive a US$3,000 per month consulting fee effective from 1 June 2017.
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