RE: Transaction Value of $146M12 Aug 2025 07:25
6.1 Purchase Consideration
The Purchase Consideration of up to US$90 million is payable by One Chrome to BHM pursuant to the Sale Agreement, as follows:
(i) Cash payments of US$25 million payable as follows:
· an Advance Payment of US$15 million shall be paid to BHM on the Signature Date provided that, should all the Conditions (Suspensive Conditions) to the Sale Agreement not have been fulfilled by 31 December 2025 or such later date as agreed to by the Parties, the Advance Payment shall be refunded to the Purchaser in full within five (5) days after the date of 31 December 2025 or such date as agreed to by the Parties; and
· an amount of US$10 million shall be paid by no later than two (2) Business Days after the Completion Date.
(ii) Deferred Payments of US$50 million payable as follows:
· a minimum deferred payment of US$15 million shall be paid by no later than the first anniversary of the Completion Date; and
· further minimum annual deferred payments of US$10 million shall be made following each subsequent anniversary of the Completion Date, until the maximum deferred payments of US$50 million have been settled in full.
The annual deferred payments will be accelerated by US$5/t for each tonne of chrome concentrate production exceeding 1.5 million tonnes and by US$70/oz for each ounce of PGM production exceeding 36 000 ounces.
(iii) A minimum Royalty of US$12 million up to a maximum of US$15 million shall be payable by One Chrome to BHM, subject to fulfilment of certain royalty related conditions (Royalty Conditions) namely:
· One Chrome will pay US$3.50 cents per ton of chrome concentrate produced by the Disposal Group, on condition that the Disposal Group has met certain commodity price and exchange rate performance criteria. These targets must be confirmed by the Disposal Group appointed Auditor for each 12-month period;
· the Royalty payments shall be made by One Chrome to BHM within 10 days after the completion of the calculation, until the maximum Royalty of up to US$15 million has been achieved; and
· if the Royalty Conditions have not been fully or partially fulfilled and aggregate Royalty payments of less than US$12 million have been made throughout the Deferred Payment period referred to in paragraph (ii) above, the difference between US$12 million and the payments made up to such date, will be paid by One Chrome pro-rata over a further deferred period of two-years, in equal instalments.
The Purchase Consideration was calculated with reference to the NAV of the Disposal Group which shall be at least US$90 million as at 30 June 2025 as certified in the Auditors Certificate certifying the NAV as at 30 June 2025 having reference to the Audited Accounts for FY2025.
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