Elementos Limited (ASX:ELT) signed a binding Heads of Agreement to acquire Oropesa Tin Project from Eurotin Inc. (TSXV:TIN) and others for AUD 7 million on July 31, 2018. Elementos Limited entered into an Arrangement Agreement to acquire Oropesa Tin Project from Eurotin Inc. and others on October 19, 2018. The agreement was signed following the completion of due diligence by Elementos. Under the terms of agreement, Elementos will issue 1 billion common stock and will assume CAD 1 million (AUD 1.04 million) loan provided by Mark Wellings. The acquisition of Oropesa will take place over two stages, 1. On the obtaining of shareholder and Canadian court approvals and satisfaction or waiver of all other conditions (excluding the Spanish Regional Mining Authority approval), the transfer to Eurotin of the Consideration Shares as convertible redeemable preference shares (CRPS) for distribution to the shareholders of Eurotin (Interim Completion). Interim Completion must occur by December 31, 2018, and 2. On receipt of the Spanish Regional Mining Authority approval, the transfer to Elementos of the shares in Mespa and the conversion of the CRPS to ordinary shares in Elementos (Final Completion). Final Completion must occur within 12 months of distribution of the CRPS to Eurotin shareholders. Loan provided by Mark Wellings is to be paid back within two years from final completion, for which Elementos will issue a convertible debenture to Mark. Transaction will be financed from a private placement of AUD 1.2 million. Eurotin agreed to pay AUD 0.1 million as termination fee if Eurotin accepts or recommends a superior proposal. There will be no changes to the Elementos or Eurotin boards as a result of this acquisition.

Transaction is subject to a formal Arrangement Agreement being agreed and executed by Elementos and Eurotin, voting agreement by Mark Wellings and Andy Greig shareholders, approval by Elementos and Eurotin shareholders, regulatory approval, Ontario Superior Court of Justice approval, consummation of due diligence, approval from Eurotin's board and delivery of executed ASX escrow agreements for any ASX imposed escrow of consideration shares. On October 19, 2018, the arrangement agreement was approved by Eurotin's board unanimously. On December 12, 2018, Eurotin's shareholders approved the transaction. Eurotin grants Elementos exclusivity period of 30 days with respect to the acquisition. Special committee of the Eurotin Board, comprised of two independent directors of Eurotin, to consider among other things, the arrangement, the arrangement agreement, and the plan of arrangement.

As of December 20, 2018, the Ontario Superior Court of Justice approved the transaction and Eurotin has a requested a business halt to the trading of its common shares until the distribution of the CRPS is completed. The record date for the Distribution is December 31, 2018. The distribution date for the issuance of the CRPS will be January 4, 2019. As on January 3, 2019, Elementos announced interim completion of the agreement and has issued 1 billion convertible redeemable preference shares for distribution to the shareholders of Eurotin. As on January 4, 2019, all necessary shareholder approvals of Elementos Limited were obtained at the recent annual general meeting. The final completion is subject to receipt of the Spanish Regional Mining Authority approval and satisfaction of all remaining conditions precedent. Elementos also announced that due to the recent Christmas period, it was necessary to slightly extend the proposed date of interim completion from December 31, 2018 to January 11, 2019. As a variation to the agreement, it has also been agreed that Eurotin will fund the payment of AUD 236,121 to cover 50% of a termination payment payable to a director of Mespa (with the remaining 50% (AUD 236,121) to be funded by Elementos). On July 9, 2019, Elementos has completed and lodged with the Junta de Andalucia all the formal documentation required for final authorisation of the transfer of all the shares in Oropesa Tin Project from Eurotin Ltd to Elementos. Final authorisation of the title transfer by the Junta is expected to occur imminently. As on December 24, 2019 the parties have agreed a condition to the transfer of the shares to Elementos is approval or acknowledgement of the transfer from the Spanish Regional Mining Authority. It is anticipated this will be received early in the New Year. Cairn Merchant Partners LP acted as the fairness opinion provider to Eurotin. Javier Ruiz-Cámara, Mariano Magide, Ana Sabiote, Carlos Oviedo, Barbara Fernandez, Cristobal Uriarte, Sheng Lei Wang Zhou and Jaime Pelegrí Souviron of Uría Menéndez Abogados, S.L.P. acted as the legal advisors and León Olarte Abogados acted as the legal advisor to Eurotin as part of the transaction.