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CHROMETCO LIMITED - Category 2 disposal announcement

Release Date: 18/04/2023 15:14
Code(s): CMO     PDF:  
Wrap Text
Category 2 disposal announcement

CHROMETCO LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2002/026265/06)
Share code: CMO
ISIN: ZAE007020249
(“Chrometco” or “the Company”)

CATEGORY 2 DISPOSAL ANNOUNCEMENT

1.   INTRODUCTION

     Shareholders are advised that on 18 April 2023 (“Signature Date”), the Company,
     through its majority-owned subsidiary Rooderand Chrome Proprietary Limited
     ("Rooderand”), entered into a sale of mining rights agreement (“Agreement”) with
     Mahlopi Metals Group Proprietary Limited (the beneficial owner of which is Lethwele Lister
     Makatoane (“Purchaser”). In terms of the Agreement, Rooderand will dispose of its rights
     to mine chrome mineral deposits (“Mining Rights”) to the Purchaser for a disposal
     consideration of R35 000 000 (“Disposal Consideration”) (“Disposal”).

2.   DESCRIPTION OF THE ROODERAND AND THE MINING RIGHTS

     Rooderand owns the Mining Rights over the properties situated in the western limb of the
     Bushveld Igneous Complex in the North West Province, which was last mined in 2014
     and is currently dormant.

3.   RATIONALE FOR THE DISPOSAL

     The Mining Rights is a dormant asset of the Company and is unutilized and accordingly
     is being disposed of to fund the operations of the Company.

4.   DISPOSAL CONSIDERATION


     4.1. The total Disposal Consideration payable by the Purchaser for the Mining Rights is
          R35 000 000, allocated as follows-

     4.1.1.   R10 000 000 payable on the Signature Date;
     4.1.2.   R10 000 000 payable on or before 15 June 2023;

     4.1.3.   R10 000 000 payable on or before 15 August 2023; and

     4.1.4.   R5 000 000 payable 5 (five) Business Days after the fulfilment of the Condition
              Precedent.

5.   APPLICATION OF THE DISPOSAL CONSIDERATION

     The Disposal Consideration will be applied to fund other operations within the Company’s
     group of companies.

6.   CONDITIONS PRECEDENT

     The Disposal is subject to the fulfilment of the condition precedent (“Condition
     Precedent”) that the Mining Rights are transferred and/or granted to the Purchaser by
     the relevant authorities.

     The Condition Precedent must be fulfilled by not later than 30 June 2025, which date may
     be extended by the parties in writing.

7.   EFFECTIVE DATE OF THE DISPOSAL

     The effective date of the Disposal will be 5 (five) Business Days after the fulfilment of the
     Condition Precedent. anticipated as 5 July 2025.

8.   FINANCIAL INFORMATION

     The value of the Mining Rights as at 31 March 2023, being the date of the latest
     unpublished management accounts of Rooderand, was R90 104 505.

     The loss before tax attributable to the Mining Rights for the period ended 28 February
     2023, was R664 247, based on unpublished management accounts of Rooderand, which
     were prepared in terms of IFRS.

     The Company is satisfied with the quality of the management accounts of Rooderand,
     however, shareholders are warned that they are unaudited.

9.   WARRANTIES AND OTHER SIGNIFICANT TERMS OF THE AGREEMENT

     The Mining Rights are sold voetstoots, and the Company gives no warranties or
     guarantees in respect thereof whatsoever and will not be held liable for any damages
     arising from same.

10. CLASSIFICATION OF THE DISPOSAL

     The Disposal Consideration represents more than 5% but less than 50% of Company’s
     market capitalisation as at the Signature Date and accordingly the Disposal constitutes a
     category 2 transaction in terms of the JSE Limited Listings Requirements.

Johannesburg
18 April 2023

Designated Adviser

PSG Capital

Date: 18-04-2023 03:14:00
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