Copper 360 Limited (JSE:CPR) entered into an agreement to acquire Nama Copper Resources(Pty) Ltd from Mazule Resources(Pty) Ltd for ZAR 200 million on November 28, 2023. The key terms of the agreement can be summarised as follows, Copper 360 will within 14 business days of signature of the agreement (being 28 November 2023) pay ZAR 50 million in cash and ZAR 50 million in shares to Mazule, to be placed in an escrow account until the due diligence is completed (?the First Payment Tranche?). The obligation to issue the shares (R50 million) will be offset against the working capital facility to be provided by Mazule in terms of the Offtake Agreement, effectively constituting the working capital facility as a vendor finance arrangement, secured by an obligation to issue Copper 360 ordinary shares to Mazule in the event that the Offtake agreement is not honoured in whole or in part; Copper 360 will have 4 months from the date of the initial cash payment due, to complete a due diligence on Nama Copper; The First Payment Tranche is not refundable unless Copper 360 establishes materially adverse facts or circumstances regarding the business and operations of Nama Copper arising directly from the Due Diligence Investigation during the Due Diligence Period; Copper 360 will upon completion of the Due Diligence Period pay Mazule a further R100 million in cash; Copper 360 will, once the First Payment Tranche has been paid, operate the Nama Copper Plant, based on a ?no charge?

lease agreement with Mazule, until a section 11 approval, if required, is granted. The Company is in the process of entering into debt and royalty agreements to fund the transaction. The effective date of the Transaction will be the date of the First Tranche Payment being made.

Copper 360 raised raised ZAR 274 million through debt and equity to fund the acquisition. As of February 19, 2024, Copper 360 reported that they raised ZAR 99.75 million through share issuance and negotiated a buy-back option to mitigate dilution effects on shareholders. With this funding, they aim to finalize acquisitions, strengthen working capital, and boost export activities.

Total capital raised stands at approximately ZAR 374 million, with the latest tranche of around ZAR 100 million aimed at limiting shareholder dilution. As of March 19, 2024, Copper 360 Limited completed due diligence. The structure of deal has been changes.

Now Consideration will be fully paid in cash. Bridge Capital Advisors Proprietary Limited acted as financial advisor to Copper 360 Limited.