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SDA Mill disposal - SPA signed
SDA Mill disposal - SPA signed.
About this update from Zephyr Energy Plc
[{"type":"text","content":"\n \nRNS Number : 3004Q Rose Petroleum PLC 11 September 2017 \n\nPrior to publication, the information contained within this announcement was deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 (\"MAR\"). With the publication of this announcement, this information is now considered to be in the public domain.\n11 September 2017\n \nRose Petroleum plc\n(\"Rose\", the \"Company\" or the \"Group\")\n \nSigning of Stock Purchase Agreement in respect of SDA Mill disposal\n \nRose (AIM: ROSE), the AIM quoted natural resources business, is delighted to announce (and as anticipated in the announcement on 1 September 2017) that it has signed a binding stock purchase agreement (the \"SPA\") with Magellan Gold Corporation (OTCQB: MAGE) (\"Magellan\") to dispose of the Company's mineral processing mill operation in San Dieguito de Arriba, Mexico and its associated assets, licenses and agreements (together, the \"SDA Mill\").\n \nUnder the terms of the agreement which were announced on 1 September 2017, Magellan will pay a total consideration of US$1.5 million for the SDA Mill, payable as US$1.0 million in cash (less a US$100,000 option payment already received) and US$500,000 in restricted common stock (shares) in Magellan.\n \nThe disposal will constitute a fundamental change of business under the AIM Rules and is therefore subject to the approval of Shareholders. The Company has convened a General Meeting on the 18 September 2017 to approve the transaction and a Circular was posted to Shareholders on 1 September 2017 which contains full details in respect of the disposal.\n \nShould the proposed disposal not complete due to it not being approved by the Company's Shareholders, Rose will be required to reimburse Magellan the US$100,000 option payment already received. This payment would be payable in cash or Ordinary Shares at the Company's discretion.\n \nOn the current schedule, the disposal is expected to complete before the end of October 2017. The SPA includes a number of closing conditions including, in addition to usual completion actions, the completion of due diligence, Magellan completing an audit of the SDA Mill's financial statements, and the finalisation of the Mexican corporate restructuring to fac...