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TRUSTCO GROUP HOLDINGS LIMITED - Amendment to Agreement Governing the Acquisition by Trustco Resources of 51% of Meya Mining (Mauritius)

Release Date: 02/04/2019 16:00
Code(s): TTO     PDF:  
 
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Amendment to Agreement Governing the Acquisition by Trustco Resources of 51% of Meya Mining (Mauritius)

TRUSTCO GROUP HOLDINGS LIMITED

Incorporated in the Republic of Namibia

(Registration number 2003/058)

Registered as an external company in South Africa

(External registration number 2009/002634/10)

NSX share code: TUC

JSE share code: TTO

ISIN Number: NA000A0RF067

(“Trustco” or “the Company”)


AMENDMENT TO AGREEMENT GOVERNING THE ACQUISITION BY TRUSTCO RESOURCES OR ITS
ASSOCIATES SUBSIDIARIES OF 51% OF MEYA MINING (MAURITIUS)


1.     INTRODUCTION


1.1.   Defined terms used but not otherwise defined in this announcement shall have the same
       meaning as in the announcement released on SENS on 23 August 2016.

1.2.   Shareholders are referred to the announcement published on SENS on 23 August 2016 with
       regards to the acquisition by Trustco, via its wholly owned subsidiary Trustco Resources,
       of 51% of Meya Mining from Germinate (Trustco Resources and Germinate collectively
       referred to as the “Parties”)

1.3.   Trustco wishes to advise its shareholders that the Parties entered into the first addendum
       agreement (“First Addendum Agreement”) on Thursday, 28 March 2019 to the sale of shares
       agreement (“Sale of Shares Agreement”), whereby certain clauses of the Sale of Shares
       Agreement are to be amended via the First Addendum Agreement as set out below.
2.     HURDLE PAYMENT

2.1.   The Hurdle Payment, as per the Sale of Shares Agreement, was originally agreed to be settled
       via a cash payment, of USD 25 million.

2.2.   The Hurdle Payment will now, as per the First Addendum Agreement, be settled via a
       combination of both TTO Shares and cash as follows:

2.3.   USD 20 million of the Hurdle Payment shall be settled via the issuance of 30 208 333 TTO
       shares from Quinton van Rooyen under the Related Party Loan Circular at a fixed price of R9.60
       per TTO share; and

2.4.   The remaining USD 5 million of the Hurdle Payment shall be settled in cash as follows:

       2.4.1   USD 1 million shall be paid within 7 (seven) days after the signed resource statement
               is received and /or the 25 (twenty-five) year mining license has been issued, whichever
               events occurs first, into an account designated by Germinate; and


       2.4.2   the balance of USD 4 million, shall be payable in equal monthly installments of USD
               1 million, 30 days after another, the first being 30 days after the event in paragraph
               4.4.1, which said payment shall be made into an account designated by the Germinate.

3.     OPTION PRICE

3.1.   The option price (“Option Price”), as per the Sale of Shares Agreement, was originally agreed
       to be settled via a cash payment, of USD 20 million and was originally agreed to be paid within
       30 days after execution of the Option, following the granting of the 25-year (twenty-five) Large
       Scale mining license to Meya Mining.

3.2.   The Option Price will now, as per the First Addendum Agreement, be settled via the issuance
       of 30 208 333 TTO shares from Quinton van Rooyen at a fixed price of R9.60 per TTO share
       and will be due after execution of the Option, following the granting of the 25-year (twenty-
       five) Large Scale mining license to Meya Mining.


Windhoek, Namibia

2 April 2019

Amanda Bruyns

Company Secretary: Trustco Group Holdings Limited

JSE Sponsor

Vunani Corporate Finance

NSX Sponsor

Simonis Storm Securities Proprietary Limited

Date: 02/04/2019 04:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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