The board of directors (the “Board”) of Fortress Minerals Limited (the “Company”, and together with its subsidiaries, the “Group”) wishes to announce that on 8 January 2021, the Company had entered into a conditional sale and purchase agreement (the “SPA”) with Monument Mining Limited (the “Vendor”) for the acquisition of the entire issued and paid-up share capital (the “Sale Shares”) in Monument Mengapur Sdn Bhd (the “Target”) from the Vendor for a cash consideration of US$30,000,000 (the “Consideration”) in accordance with the terms and conditions of the SPA (the “Proposed Acquisition”). In connection with the Proposed Acquisition, the Company has also on even date entered into a royalty agreement (the “Royalty Agreement”) with the Vendor for the payment of royalties by the Company to the Vendor at the rate of 1.25% of gross revenue (as defined in the Royalty Agreement) on all mineral products produced in forms ready for sale from the area within the boundaries of the entire tenements held by the Target’s subsidiaries, namely Cermat Aman Sdn Bhd (“CASB”) and Star Destiny Sdn Bhd (“SDSB”), save for free digging oxide magnetite iron materials contained on the top soil at certain areas of the tenement held by CASB, subject to the completion of the Proposed Acquisition and in accordance with the terms thereof. Further details relating to the royalty arrangements are set out in Section 3.6 of this announcement.
The Proposed Acquisition is considered a “major transaction” of the Company as defined under Chapter 10 of the Listing Manual Section B: Rules of Catalist (the “Catalist Rules”) of the Singapore Exchange Securities Trading Limited (the “SGX-ST”).
The Proposed Acquisition will be subject to, amongst others, the approval of the shareholders of the Company (the “Shareholders”) at an extraordinary general meeting (the “EGM”) to be convened in due course.
20200111-proposed-acquisition-announcement
BY ORDER OF THE BOARD OF
FORTRESS MINERALS LIMITED
Dato’ Sri Ivan Chee Yew Fei
Chief Executive Officer
11 January 2021
This announcement has been reviewed by the Company’s Sponsor. It has not been examined or approved by the the Exchange and the Exchange assumes no responsibility for the contents of this document, including the correctness of any of the statements or opinions made or reports contained in this document. The Sponsor has also not drawn on any specific technical expertise in its review of this announcement.
The contact person for the Sponsor is Ms Jennifer Tan, Associate Director, Continuing Sponsorship (Mailing Address: 16 Collyer Quay, #10-00 Income at Raffles, Singapore 049318 and E-mail: [email protected]).
