Sandfire Resources NL (ASX:SFR) expressed its interest to acquire MOD Resources Limited (ASX:MOD) from Metal Tiger plc (AIM:MTR) and others for AUD 88 million on January 16, 2019. Sandfire will pay AUD 0.38 per MOD Share. On June 24, 2019, Sandfire Resources NL entered into scheme implementation agreement to acquire MOD Resources Limited for approximately AUD 140 million. Under the agreement, shareholders of MOD Resources Limited will elect to receive 0.0664 Sandfire shares for one MOD share or cash consideration of AUD 0.45 per share. The cash consideration cap is of AUD 41.6 million. Sandfire is interested in exploring a potential combination of Sandfire and MOD. In case of termination, MOD Resources will pay a termination fee of AUD 1.66 million to Sandfire.

Completion is conditional upon satisfactory completion of due diligence, the recommendation of the MOD board and execution of binding documentation, among other things. The transaction is also subject to approval from shareholders of MOD, regulatory and court approvals, the Independent Expert concluding that the Scheme is in the best interests of MOD shareholders and not changing that conclusion and other conditions customary for a transaction of this nature. Transaction is subject to approval from Botswana Competition Authority. On January 21, 2019, the bid is rejected by Board of Directors of MOD Resources Limited. On June 25, 2019, the Board of Directors of MOD unanimously recommended to accept the offer in absence of superior proposal. On August 20, 2019, the Supreme Court of Western Australia approved the dispatch of scheme booklet of MOD Resources Limited. As of August 21, 2019, The Competition Authority of Botswana have provided approval for the scheme. On October 1, 2019, the shareholders of MOD approved the transaction. As on October 8, 2019, the transaction has been approved by The Supreme Court of Western Australia. The scheme will be implemented and the consideration will be paid on October 23, 2019. The transaction is value accretive.

Bank of Montreal (TSX:BMO) for a fee of AUD 1.6 million and Sternship Advisers Pty ltd for a fee of AUD 1.6 million acted as joint financial advisors to MOD Resources Limited and Scott Gibson, Hedley Roost and Chris Seotis of DLA Piper acted as legal advisors to MOD Resources Limited for a fee of AUD 0.48 million. Gilbert + Tobin and Citigroup Inc. (NYSE:C) acted as legal and financial advisors to Sandfire Resources NL respectively. Nicki Ivory of Deloitte Corporate Finance Pty Limited acted as independent expert for MOD for a fee of AUD 0.18 million and concluded that the Scheme is fair and reasonable and therefore in the best interests of MOD shareholders. Grant Thornton International Ltd. acted auditor and tax advisor for a fee of AUD 0.005 million. Computershare Investor Services Pty Limited acted as registrar for MOD for AUD 0.039 million. Jan Mellmann and Tom Jarvis of Watson, Farley & Williams acted as legal advisors to Sandfire Resources NL.

Sandfire Resources NL (ASX:SFR) completed the acquisition of MOD Resources Limited (ASX:MOD) from Metal Tiger plc (AIM:MTR) and others on October 23, 2019. 153 shareholders, holding a total of 126.61 million fully paid ordinary shares, of MOD Resources made a valid election to receive cash consideration under the scheme. The total consideration payable for these shares is approximately AUD 56.9 million which exceeds the cash consideration cap of AUD 41.6 million. Shareholders who made a cash election received AUD 0.3 per MOD share and 0.018 Sandfire shares for every MOD Share held. Subject to the confirmation of the UK listing authority and the London Stock Exchange, admission of MOD's ordinary shares to the official list of the financial conduct authority and to trading on the London Stock Exchange's main market is expected to be cancelled with effect from market opening in London on October 29, 2019.