Gindalbie Metals Ltd (ASX:GBG) executed a demerger implementation agreement to spin-off Coda Minerals to its shareholders for AUD 31.7 million on March 11, 2019. Gindalbie shareholders will receive a pro-rata distribution of Coda shares for every Gindalbie share they hold on the record date for the demerger scheme at a ratio to be confirmed. The transaction will be implemented via a capital reduction. Coda will hold the Mt Gunson Assets and AUD 10.64 million in cash (less any incurred expenditure on Mt Gunson since June 14, 2018). Under the deal, eligible Gindalbie Shareholders will receive one Coda Share for every 45 Gindalbie Shares they hold on the Demerger Scheme Record Date. Ineligible Foreign Shareholders will not receive Coda Shares. Instead the Coda Shares which they would have received will be sold by the Nominee and the average sales proceeds (net of expenses) will be dispatched to Ineligible Foreign Shareholders as soon as reasonably practicable. Gindalbie intends to get Coda listed on ASX. Demerger Scheme Meeting is schedules to be held on July 3, 2019. If the demerger scheme is approved by the Requisite Majorities, and the Capital Reduction is approved the second court hearing for approval will be held on July 8, 2019. To be implemented, a scheme of arrangement must be approved by 75% of the votes cast at meeting of shareholders and by 50% of the shareholders voting at that meeting (unless the Court orders otherwise), and also requires Court approval. The record date is July 16, 2019. Coda’s leadership team is proposed to include Gindalbie’s Non-Executive Chairman Keith Jones (Non-Executive Chairman-designate of Coda) and Gindalbie’s Chief Executive Officer Chris Stevens (Managing Director-designate of Coda). Gindalbie’s Independent Non-Executive Directors Paul Hallam and Robin Marshall are also proposed to join the Coda Board. Andrew Marshall, An Lin Shao and Ge Li would be Non-Executive Directors. Rebecca Moylan will be served as Chief Financial Officer and Company Secretary. Ansteel also intends to nominate a Director to the Coda Board. The transaction is subject to approval from the shareholders of Gindalbie, court, regulatory body, independent expert report and no material adverse effect on Coda. The demerger scheme, the acquisition scheme and the capital reduction will effectively be conditional on each other. Gindalbie’s Independent Directors unanimously recommend that Gindalbie Shareholders vote in favour of the resolution to approve the Demerger Scheme. As of July 3, 2019, Gindalbieshareholders has approved the deal at the general meeting. As on July 8, 2019, Federal Court of Australia approved the deal. The demerger implementation date is July 23, 2019. Stuart Macgregor, Scott Girdler, Mark Paganin, Stephen Neale, Benjamin Depiazzi and Matthew John of Clayton Utz acted as legal advisors for Gindalbie. Craig Yaxley and Matthew Kelly of KPMG Financial Advisory Services (Australia) Pty Ltd., Accounting & Auditing Arm acted as accountants for Gindalbie. Gindalbie has agreed to pay AUD 0.07 million for preparing the Report. Adam Myers and Sherif Andrawes of BDO Corporate Finance (WA) Pty Ltd, Accounting Arm acted as accountants for Gindalbie. The fee payable to BDO Corporate Finance (WA) Pty Ltd for this engagement is approximately AUD 0.05 million (excluding GST and out-of-pocket expenses). Leesa Collin, Karen Lloyd and Jeames McKibben of Srk Consulting (Australasia) Pty Ltd. acted as financial advisors for Gindalbie. The fee payable to SRK for this engagement is estimated at approximately AUD 0.01 million. Argonaut acted as financial adviser to Gindalbie. Gindalbie Metals Ltd (ASX:GBG) executed a demerger implementation agreement to spin-off Coda Minerals to its shareholders on July 23, 2019. Each eligible Gindalbie shareholder has received the demerger scheme consideration of one Coda share for every 45 Gindalbie shares held on the Demerger Scheme record date (July 16, 2019), and had their names entered into the Coda share register. Gindalbie will apply to be removed from the official list of the ASX with effect from the close of trading on July 24, 2019.