RE: Share talk30 Nov 2021 22:57
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.