RE: Question21 Aug 2023 12:34
key terms of the option agreement:
1. under the terms of the option agreement, alien can acquire an additional 39% interest in the projects from windfield metals pty ltd (windfield) through paying the following consideration to windfield:
a. £60,000 cash payable on signing of the option agreement;
b. 260,000,000 ufo shares issued at a deemed price of £0.0067 pence each (deemed issue price) on exercise of the option; and
c. 100,000,000 share purchase warrants, exercisable at 1 pence each before 31 december 2025,
together, the upfront consideration,
2. alien will free-carry windfield's remaining 10% shareholding in the projects until completion of a bankable feasibility study on either the brockman or han**** ranges projects.
3. the option agreement is subject to various standard conditions precedent and contains standard warranties on both alien and windfield.
4. if, within 60 months of executing the option agreement, alien disposes of its interest in the projects, the company will pay windfield 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;
b. in the event of an ipo/spin-out event on a recognised stock exchange: 50% of the value uplift attributable to the projects; or
c. in the event a decision to mine is made: 50% of the project valuation uplift attributable to the projects.
in each case, the uplift payments are reduced by 50% of the incurred project expenditure.
as part of the transaction alien has agreed to transfer its interest in the projects to its wholly owned subsidiary, ioca, which will become the manager of the projects.
in the 12 months to 31 december 2021 the projects incurred costs of us$1.5m with alien funding 100% of the projects and as such 100% of the costs are reflected in the accounts. the carried value of the hamersley project as at 31 dec 2021, being the last audited financial statements, was us$2,025,320.
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