ZUG, Switzerland- Publication of inside information pursuant to Article 17 of the EU Market Abuse Regulation (MAR)
SunMirror AG (“SunMirror”; XETRA Vienna: ROR1; ISIN CH0396131929), a exploration company specialising in mineral resources such as gold, lithium, cobalt and other metals and minerals powering future industries, through its wholly owned subsidiary SunMirror Luxembourg S.A. (“SM S.A.”) has entered into a conditional binding agreement with Latitude 66 Cobalt Limited to acquire 100 percent of the shares of Finnish cobalt company Latitude 66 Cobalt Oy (“Latitude 66”) from its parent company Latitude 66 Cobalt Limited (“Parent”). Latitude 66’s business focus is exploration and mine development with its business operations located in Finland.
Founded 4 years ago, Latitude 66 is one of the leading explorers of cobalt in Europe and controls the largest exploration tenement package of any single company in Finland, currently surpassing 9,000 square kilometres. Latitude 66’s most advanced mine development project is the fourth largest known cobalt deposit in the European Union and the second largest not yet in production. In addition, Latitude 66 has an extensive exploration portfolio with over 100 targets identified for further exploration.
The expected purchase price payable to the Parent will be EUR 45 million, payable in cash on closing, and a 2% net smelter royalty on future production. The Board of Directors of SunMirror and the Board of the Parent have already approved the sale of Latitude 66 to SM S.A. The conditional binding agreement in respect of the acquisition of Latitude 66 contains an alternative completion structure which, subject to satisfaction of certain conditions, provides SM S.A. with the ability to propose a takeover offer of the Parent in accordance with applicable Australian corporations laws. The completion of the acquisition of Latitude 66, or a takeover bid if one is subsequently announced by SM S.A., is subject to completion by SunMirror of a capital raising of EUR 70 million and other customary conditions.
Following successful completion of the capital raising, a takeover offer is the preferred route of SM S.A. and the Board of Directors of the Parent believe that that is the route which may provide a preferable financial outcome for its shareholders but the offer must be made in accordance with applicable Australian corporations laws via entry into a bid implementation agreement which contains the recommendation of the Board of Directors of the Parent and the dispatch of a bidder’s statement by SM S.A. to the Parent’s shareholders (and a separate offer to existing holders of performance rights in the Parent).
If a takeover offer is made and is accepted by the required majority of 90% of shares on issue which entitles SM S.A. to acquire the shares of any shareholders in Parent who do not accept the offer, their shares in Parent may be compulsorily acquired under Australian corporations laws at the same price per share payable to the shareholders who accepted the takeover offer. If a takeover offer is made which is only accepted to an extent which would not entitle SM S.A. to compulsorily acquire the shares of non-accepting shareholders, then the acquisition would proceed to completion by way of a private sale of Latitude 66 by the Parent.
If the acquisition proceeds by way of private sale of Latitude 66 by the Parent, the Parent will give SM S.A. certain warranties relating to the business and assets of Latitude 66. Warranties will not be given by the shareholders of the Parent if the acquisition completes as the result of a successful takeover offer for the Parent.
For the avoidance of doubt, this announcement does not constitute an intention to make a takeover bid for the purposes of section 631 of the Corporations Act 2001 (Cth).