Bauba Resources Limited (JSE:BAU) entered into a sale of shares and claims agreement to acquire 74% stake in Thatswana Co., from D.C. Butler for ZAR 60 million on July 19, 2019. Pursuant to the terms of the agreement, the agreement is based on initial sale equity of 22 shares representing 22% stake in Thatswana Co., and subsequent sale equity of 52 shares representing 52% stake in Thatswana Co. The purchase consideration, which will be satisfied from available cash resources, payable by Bauba to D.C. Butler for the initial sale equity is the sum of ZAR 10 million, to be allocated, firstly to the face value of the Initial Claims; and the balance, to the initial shares. The initial consideration shall be paid by the escrow agent on behalf of Bauba to D.C. Butler on the closing date by electronic transfer of immediately available funds (without deduction, set-off or withholding of any kind) subject to the terms of the agreement. Bauba shall be entitled at any time after the Closing Date unilaterally to extend the “Cut-Off Date”, being a period of 18 months after the Closing Date, by a period of up to six months, against written notice to that effect to D.C. Butler (“Extension Notice”), together with proof of payment into the Escrow Account of the full amount of the Final Consideration. This is subject to the Closing Date having occurred and the acquisition by the Purchaser of the Initial Sale Equity having been completed and implemented in accordance with the provisions of the Agreement; the Ministerial Consent having been granted by no later than the Cut-Off Date; Bauba having delivered to the D.C. Butler a written notice stating that it is satisfied that (i) no notices from the Department of Mineral Resources and Energy (“DMR”) to suspend or cancel any of the Mineral Rights, as detailed in the Agreement, and/or notices from any other government department (including the DMR) requesting Thatswana Co., to address or rectify any issues identified by such department in connection with or relating to the Mineral Rights have been received by Thatswana Co., provided that where any such notice provides for a time period within which any issue is to be addressed and/or rectified, or affords Thatswana Co., the opportunity of addressing any issue and/or rectifying any issue, and Thatswana Co., has within the stipulated time period satisfactorily addressed the issue, and/or satisfactorily attended to the rectification of the issue, this notice will not be deemed to constitute a breach of the satisfactory fulfilment of the Subsequent Conditions and (ii) all of Thatswana Co.’s Mineral Rights are validly in existence and in good standing in terms of all applicable laws; The purchase consideration which will be satisfied from available cash resources, payable by Bauba to the D.C. Butler for the Subsequent Sale Equity is the aggregate sum of ZAR 50 million (“Final Consideration”). The full amount of the Final Consideration shall be attributable, firstly, as to the Subsequent Claims at the face value thereof on the Grant Date, and the balance thereof to the Subsequent Shares. For year ended June 30, 2019, Nuco Chrome reported net assets of ZAR 5.9 million net loss of ZAR 0.49 million. The acquisition is subject to the fulfilment of various conditions by no later than the relevant date specified in the agreement. These include, the escrow agreement to be concluded between the D.C. Butler, Bauba and the escrow agent (“Escrow Agreement”) has been executed by all the parties thereto, the escrow agent has confirmed in writing to D.C. Butler that Bauba has deposited the sum of ZAR 10 million into the escrow account, Bauba has delivered to D.C. Butler and its attorneys a certified true copy of a resolution by its Board in terms of which its Board approves, subject to the outcome of a due diligence investigation to be undertaken by or on behalf of Bauba in respect of the business and assets of Thatswana Co. (“due diligence investigation”), the acquisition; and ratifies the execution of the agreement and the escrow agreement by the person/s signing same on its behalf, the minority shareholders in Thatswana Co., shall have waived in writing in favour of Bauba all and any of their respective pre-emptive rights, Bauba shall have delivered to D.C. Butler a written notice confirming that it is satisfied, in its sole and unfettered discretion, with the outcome of the due diligence investigation and it wishes to proceed with the acquisition. As of July 23, 2019, the parties to the Agreement are of the provisional view that the approval of the Competition Authorities for the Acquisition contemplated in the Agreement is not required. Application will be made to the DMR, at the sole cost of Bauba, for the Ministerial Consent. As of October 17, 2019, all initial conditions of the transaction have been fulfilled.