Cobre Limited (CBE.ASX) Increases Ownership in Sierra Atacama Copper Project
Cobre Limited (ASX:CBE) announced that its wholly owned Chilean subsidiary, Sierra Cobre SpA (Cobre Chile), has successfully executed amendments and restatements of key agreements governing Cobre's investment in the Sierra Atacama Copper Project (the Project).
The main purpose of the amendments is to implement a further USD $12 million capital raise being undertaken by Sierra Atacama SpA (Sierra Atacama) for the sole purpose of repaying certain outstanding indebtedness (Capital Raise). Under the Capital Raise, Sierra Atacama will issue new convertible non-voting shares (Preference Shares) which, subject to certain conditions being met, will convert into ordinary shares in Sierra Atacama. Assuming Sierra Atacama's minority shareholder does not participate in the Capital Raise, completion of the Capital Raise will result in Cobre Chile owning 54.38% of all of the issued share capital in Sierra Atacama (up from 45%).
The amendments provide a clear pathway for Cobre Chile to acquire a total 63.5% interest and enhance Cobre Chile's rights to increase its interest beyond 63.5%.
Transaction Highlights:
- For USD $12 million, Cobre Chile will, by way of a capital raise being undertaken by Sierra Atacama, acquire additional non-voting shares in Sierra Atacama. Following completion of the Capital Raise, Cobre Chile will own 54.38% of the total issued share capital in Sierra Atacama, comprising 45% of the issued ordinary shares and 100% of the issued Preference Shares.
- The Preference Shares will convert to ordinary shares, ranking pari passu with the then-existing ordinary shares, upon, and conditional upon, Cobre Chile exercising its option (Control Option) to acquire additional shares from Minera Salara Blanco (MSB) in each of Sierra Atacama and Bergbau Wagen SpA (Bergbau) to increase its equity interest in Sierra Atacama to 56% (up from 45%) and Bergbau to 63.5% (up from 45%). This means that following exercise of the Control Option, Cobre Chile will own a total 63.5% interest in each of Sierra Atacama and Bergbau (the Project Companies).
- The purchase price if the Control Option is exercised is USD 12 million (instead of USD 10 million). The Control Option is to be exercised by 31 December 2026.
- The trigger event for Cobre Chile's call option (and MSB's corresponding put option) (Final Option) to acquire 100% of MSB's shareholding in the Project Companies is revised so that it occurs upon the earlier of (i) MSB's shareholding in the Project Companies falling to or below 25% (instead of 35%); and (ii) the approval by the board of the business plan and budget for the 2028 financial year, which approval requires MSB's favorable vote. The purchase price if the Final Option is exercised (a) on or before 31 December 2027 is USD $68 million; and (b) after 31 December 2027, the higher of USD $68 million or the fair market value of the shares.
- Revisions to the governance arrangements to permit MSB to have certain director rights (and accompany director voting rights) so long as it holds any shares in Sierra Atacama and Bergbau Wagen SpA.
Adam Wooldridge, Chief Executive Officer of Cobre, commented:
"It is pleasing to secure this additional interest and become the major shareholder in Sierra Atacama following recent news of our success to restoring Sierra Atacama to positive operating cash flow. In addition to increasing our exposure to the Project, these amendments will also enable us to more fully assess the impacts of our turnaround strategy before making a decision on the Final Option."
Adam Wooldridge Chief Executive Officer wooldridge@cobre.com.au
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