Elementos Limited (ASX: ELT) is an Australian, ASX-listed diversified metals company, focused on the development of the Cleveland Province in Tasmania. Cleveland includes an advanced stage tin tailing, an open pit tin-copper, an underground tin-copper, and potential tungsten project. Elementos focuses on assets in low sovereign risk regions with established mining infrastructure.
The company has stated that after the prior announcements by the Company concerning the Arrangement Agreement signed with Eurotin Inc (TIN) for the acquisition of the Oropesa Project, Interim Completion of the Arrangement Agreement has now occurred. Post all necessary shareholder approvals of the Company being obtained at the latest Annual General Meeting, TIN has also obtained all necessary shareholder approvals at its recent General Meeting to approve the acquisition of the Project by the Company. Moreover, TIN has received final approval from the concerned Courts for the Plan of Arrangement which provides for the transfer by TIN to ELT of the whole of the issued and outstanding securities in Mespa (Minas De Estano De Espana S.L.U.).
Due to the recent Christmas period, it was necessary to slightly extend the proposed date of Interim Completion from 31 December 2018, with the Company and TIN agreeing to extend the “Outside Date” for Interim Completion under the Arrangement Agreement to 11 January 2019. As a variation to the Arrangement Agreement, it has also been agreed that TIN will fund the payment of €150,000 to cover 50% of a termination payment payable to a director of Mespa (with the remaining 50% (€150,000) to be funded by ELT).
As per the Company’s earlier announcements and the notice of meeting announced on 30 October 2018, on Interim Completion, the Company issued to TIN 1,000,000,000 convertible redeemable preference shares (CRPS). The CRPS must, within ten business days, be distributed to the shareholders of TIN and this is anticipated to occur on 4 January 2019.
The next step of the acquisition is the transfer to ELT of all shares in Mespa, a wholly owned subsidiary of TIN and the holder of Oropesa. The revision in the holdings which would occur due to the transfer of Mespa shares to Elementos will need the prior consent from the concerned Spanish Mining Authorities.
On receipt of approval from the Spanish mining authorities and satisfaction of all remaining conditions precedent to the transfer being satisfied or waived, there would be a transfer to the Company of the shares in Mespa along with the conversion of the CRPS to ordinary shares. This completion process must occur within 12 months of distribution of the CRPS to TIN shareholders.
Meanwhile, the stock price of the company has fallen by 16.67 percent in the past three months as on 21 December 2018. ELT’s shares traded at $0.005 with the market capitalization of circa $7.69 million.
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