Non-AA Sale8 Nov 2021 20:01
I've read back through the original RNS on the buy-back option.
Firstly, AA have a three year lock on the tenements. ProspectOre cannot effectively sell them on in that period (or if they do they have to give 50% of the sale to Anglo). However, that doesn't prevent ProspectOre itself being sold. Its similar to many expensive houses in London being owned by an overseas company. You sell the company, not the house, so you don't pay stamp duty, etc.
Then we have the buy-back agreement. The relevant section is:
"Under the terms the Bushranger Acquisition agreement, if a deposit of greater than 2 million tons of contained Cu equivalent (e.g. 450Mt @ 0.45% Cu equivalent) is ultimately identified, Anglo may buy-back 80% of the Racecourse deposit at fair market value as determined by an Independent Expert in accordance with the JORC and Valmin Code. If a "Decision to Mine" is taken by ProspectOre prior to the identification of 2 million tons of contained Cu equivalent, Anglo also have an opportunity to exercise the buy-back. Anglo have a once-only opportunity to exercise the 80% buy-back whether the opportunity comes through the discovery of 2 million tons of contained Cu equivalent or a decision to mine."
Note the agreement is between AA and ProspectOre, not XTR. XTR just happen to own ProspectOre and the agreement was already in place between AA and ProspectOre when XTR acquired the latter. The buyback text doesn't state what happens if ProspectOre doesn't declare either 2m tons or a decision to mine. It looks like XTR could either drill or sit on their hands for another two years, without either a JORC or decision to mine, then sell the tenements with no restriction (probably to another XTR subsidiary). When that happens, ProspectOre would no longer be able to declare a JORC or decision to mine. The other XTR subsidiary could do ahead and declare a JORC without triggering the agreement, because the agreement is with ProspectOre, not XTR.
The above effectively avoids the buy-back agreement entirely at the cost of a 2 year delay - actually less than that in net terms because we probably aren't declaring a JORC for a while yet. I'm not saying XTR should do that, but the option to do so should give them a lot of leverage with Anglo. On that basis, they may agree a deal before any official declaration is made or simply agree a new deal.