Business
Transition from Mineral Exploration to Production; To Acquire 90% of a Mining Company in Namibia
TORONTO, ON / ACCESSWIRE / September 6, 2022 / Ubique Minerals Limited ("Ubique" or the "Com...
About this update from Ubique Minerals Ltd.
[{"type":"text","content":"Transition from Mineral Exploration to Production; To Acquire 90% of a Mining Company in NamibiaTORONTO, ON / ACCESSWIRE / September 6, 2022 / Ubique Minerals Limited (\"Ubique\" or the \"Company\") (CSE:UBQ) announces that Ubique Zinc Limited (the \"Purchaser\"), a wholly-owned subsidiary of the Company, and the Company have signed a Share and Asset Purchase Agreement (the \"SPA\") to acquire 90% of the shares in Namib Lead and Zinc Mining (Proprietary) Limited (\"NLZM\"), which owns the Namib Lead and Zinc Mine in Namibia, from CL US Minerals LLC (the \"Vendor\"), together with certain indebtedness of NLZM owed to the Vendor.BackgroundOn the 30th of May 2022, Ubique signed a non-binding term sheet outlining a proposed acquisition of a 90% interest in a company with a past producing zinc mine in Africa, subject to completion of due diligence, execution of binding documentation, and approval by all parties thereto.Since June, the Company has undertaken extensive due-diligence work including site visits, obtained third-party opinion reports and conducted workshops with the management team, to validate NLZM's business plan. The parties have now executed the binding document and are in the process of notifying the relevant authorities. Pursuant to the SPA, the closing of the transaction is subject to the parties obtaining the necessary regulatory approvals, as well as the approval of the shareholders of the Company, as well as certain other customary closing conditions.TransactionThe total purchase price to be paid to the Vendor will be as follows:US$1.0 million payable in cash on closing of the transaction and issuance of 10 million warrants to purchase common shares of the Company with an exercise price equivalent to the weighted average price of any coincident capital raising that is conducted as part of the transaction or, if no capital raising is undertaken, C$0.10 (the \"Exercise Price\") (\"Upfront Payment\").One or more quarterly payments from mining operations totaling US$10.0 million, paid from 80% of free cash flow (\"Profitability Payment\").US$5.0 million, paid in cash or shares (at the Vendor's election) after the Project has produced 47,000 dry metric tonnes of concentrate (\"Contingent Payment\").US$4.0 million payable through four convertible notes (the \"Convertible Notes\") issued on closing of the transaction as...