MOD - Registration of Scheme Booklet.
(C)2019 ENPublishing - http://www.enpublishing.co.uk
Release date- 22082019 - MOD Resources Ltd ('the Company' or 'MOD') (ASX/LSE: MOD) is pleased to confirm that the scheme booklet ('Scheme Booklet') in relation to the proposal from Sandfire Resources NL ('Sandfire') (ASX: SFR) to acquire 100% of MOD Shares by way of a Scheme of Arrangement ('the Scheme') was registered on 21 August 2019 with the Australian Securities and Investments Commission.
If the Scheme is implemented, MOD shareholders (other than European shareholders, ineligible foreign shareholders and MOD shareholders who hold an unmarketable parcel) will receive scrip consideration of 0.0664 new Sandfire shares for every 1 MOD share held. Alternatively, MOD shareholders (other than European shareholders, ineligible foreign shareholders and shareholders who hold an unmarketable parcel) may make an election to receive cash consideration of A$0.45 per MOD Share up to a maximum aggregate cash consideration of A$41.6 million.
Eligible shareholders that do not make a valid cash election by 5:00pm (WST) on 19 September 2019 (or such later date agreed by MOD and Sandfire) will not receive cash consideration and will be issued Sandfire shares if the Scheme becomes effective.
The Scheme Booklet, which also contains the notice of scheme meeting, will be dispatched to MOD shareholders on or around Tuesday, 27 August 2019. A copy of the Scheme Booklet is attached to this announcement and will also be available on the Company's website at www.modresources.com.au.
MOD shareholders should carefully read the Scheme Booklet in its entirety and the material accompanying it before deciding whether to vote in favour of the Scheme.
Independent Expert Review
The Independent Expert, Deloitte Corporate Finance Pty Ltd, has concluded that the Scheme is fair and reasonable and therefore in the best interests of MOD shareholders.
Shareholder Meetings and Resolutions
Two consecutive shareholder meetings will be held on 1 October 2019 to consider two separate resolutions for the Scheme to proceed. As follows
General Meeting - 1 October 2019 at 10:00am (WST)
The meeting of shareholders to consider a resolution relating to MOD's acquisition of Metal Tiger Plc's 30% interest in certain exploration assets on the Kalahari Copper Belt ('General Meeting'), will be held at 1304 Hay Street, West Perth, WA 6005 on 1 October 2019 at 10:00am (WST).
All shareholders (save for Metal Tiger Plc and its associates) registered as at 5:00pm (WST) on 29 September 2019 will be entitled to vote at the General Meeting and are encouraged to do so.
MOD shareholders are encouraged to vote on the resolution by attending the General Meeting in person or by returning the personalised proxy form accompanying the Notice of General Meeting mailed to shareholders. All proxy forms must be received by the Company's share registry by no later than 10:00am (WST) on 29 September 2019 in accordance with the directions set out in the proxy form.
The Notice of General Meeting and Proxy Form will be released as a separate announcement on the relevant stock exchanges immediately following this announcement.
Scheme Meeting - 1 October 2019 at 11:00am (WST)
The meeting of shareholders to approve the Scheme ('Scheme Meeting'), will be held at 1304 Hay Street, West Perth, WA 6005 on 1 October 2019 at 11:00am (WST). Each shareholder's vote is important to determining whether or not the Scheme proceeds. All shareholders (save for Sandfire and its associates) registered as at 5:00pm (WST) on 29 September 2019 will be entitled to vote at the Scheme Meeting and are encouraged to do so.
MOD shareholders are encouraged to vote on the Scheme by attending the Scheme Meeting in person or by returning the personalised proxy form enclosed in the Scheme Booklet mailed to shareholders. All proxy forms must be received by the Company's share registry by no later than 11:00am (WST) on 29 September 2019 in accordance with the directions set out in the proxy form. The Notice of Scheme Meeting and Proxy Form are included as annexures to the Scheme Booklet attached to this announcement.
If you require further information or have questions in relation to the Scheme, please contact the MOD Shareholder Information Line on 1300 381 073 (within Australia) or +61 3 9415 4046 (outside Australia) Monday to Friday between 8:30am and 5:00pm (Melbourne time).
Tel: +61 9322 8233
About MOD Resources
MOD Resources Ltd (ASX/LSE: MOD) is a dual listed copper exploration and development company with a dominant land position within the Kalahari Copper Belt in Botswana. The Company is focussed on the 100% MOD owned T3 Copper Project, expected to be a highmargin, low-cost copper mine. In parallel with the development of the T3 Copper Project, MOD continues its exploration program across several priority drill targets and within untested areas of interesting and potentially significant Electromagnetic and Cu-Zn soil anomalies.
MOD has a social licence to operate within Botswana as well as within the host community of Ghanzi. MOD will continue to work collaboratively with Government regulators and members of the Ghanzi District community to ensure that any social investments and developments are targeted to create a positive and lasting legacy.
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((Distributed via M2 Communications - http://www.m2.com))
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|Date:||Aug 23, 2019|
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