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DRB83 A well timed post re: Transaction terms last night. What's important IMO is that today's news is one of the final stepping stones to achieving the 90% ownership.
Windfield know the value of the asset and want to squeeze as much out of the deal as possible.
5. b. In the event of an IPO/Spin-out event: 50% of the value uplift attributable to Windfield.
Looking forward to TPI Upside Valuations when
a) deal completes
b) prospect of more DSO on the Han**** ridges confirmed
c) Start proving up Brockman $$$$
Thanks for reminding me Deanok. Thought it would be worth posting the transaction terms. What's taking so long then?
Transaction Terms
Alien currently has a 51% direct interest in the Project, with the remaining 49% held by Windfield. The Project consists of exploration licence EL47/3953 Brockman and EL47/3954 Han**** licences in the Pilbara region of Western Australia. Pursuant to the SSA with Windfield, Alien will acquire an 80% interest in Windfield, thereby bringing Alien's direct and indirect holding in the Project to 90.2%. Alien has agreed to acquire Windfield on the basis that its sole asset will be the interest in the Project and on a nil net cash basis
1. The Upfront Consideration payable for the transaction is set out below subject to satisfaction of the conditions precedent including Alien conducting legal, financial and operational due diligence on Windfield and being satisfied, in its discretion, with the outcome of that due diligence:
a. £60,000 cash (less any Set Off Amounts);
b. 200,000,000 UFO shares issued at a deemed price of 1.1 pence each ("Deemed Issue Price"); and
c. 50,000,000 share purchase warrants, exercisable at 1.65p to the Deemed Issue Price payable to the advisers to the transaction.
2. Following completion, Alien will appoint 2 directors to the board of Windfield and will be responsible for day-to-day management.
3. Alien will free-carry the shareholder in Windfield (effectively a free carry of 9.8%) until completion of a Bankable Feasibility Study on either the Brockman or Han**** Ranges projects.
4. If, within 24 months of executing the SSA, Alien disposes of its interest in Windfield or Windfield's interest in the Project, the Company will pay the Windfield seller a performance payment in addition to the Upfront Consideration ("Performance Payment").
5. The Performance Payment is calculated by:
a. In the event of a Tenement Sale: 50% of the value uplift attributable to the Projects; or
b. In the event of an IPO/Spin-out event: 50% of the value uplift attributable to Windfield
Windfield's sole asset is the 49% interest in the Project and in the year to 30 June 2020 it reported minimal revenue, a loss before tax of A$191,573 and Net Assets as at 30 June 2020 of A$191,473.
…and this quote was in TPI Research note too, ‘now being finalised’
In this respect, it is worth recalling that on 25 February 2021 TPI published an updated assessment of Alien. This individually assessed each of the Group’s continuing projects, from which it derived a sum-of-parts upside valuation of £82.9 million. Hamersley dominated these, contributing some £61.2 million of the total. Subsequently, of course, Alien announced negotiations were underway in order to take its holding in the Brockman and Han**** Ranges projects from 51% to 90% through a cash and shares transaction; now being finalised, this transaction clearly presents opportunity to boost this figure beyond that indicated in the original assessment.
Last RNS said it’s being finalised.
90% completion. Have I missed something. Thought it was signed sealed and delivered
'Rampy & Dampy' :-)
About a summary of the board. It's in Dampy mode at the moment. Rampy forecast if someone pushes the SP over 0.7
If it goes lower there will be Chris2s sweeping in from the west.
Tomorrow will be a mixture of jam tomorrow and no jam ever.
Watching and waiting…
90% stake in Hammersley completion. Maybe followed by a TR-1.
Handheld XRF readings from Han****.
Brockman permits, mapping, sampling and drill planning
Elizabeth Hill lab results.
Elizabeth Hill re-opening.
Los Campos permits.
San Celso permits.
Munni Munni 30% acquisition completion
Silver goes bananas
Rampy & Dampy both posting. Off for a coffee.
You know what to do Chris… short it! Go on, you know you want to.
@Max111 I hope your right mate!! We could do with something to lift us a little again before Christmas
News is coming!!!
Say they’ve been in contact with bill across the weekend and they’re now “watching and waiting”
https://twitter.com/share_talk/status/1465603312959508482?s=21