Primero Group Limited (ASX:PGX) and AMCI Group made an offer to acquire 70% stake in Bryah Basin Manganese Joint Venture from Bryah Resources Limited (ASX:BYH) for AUD 5 million on November 18, 2020. The consideration includes a payment in of AUD 3 million in cash payable upon settlement and additional cash payments of AUD 2 million over 4.5 years as (i) a cash payment of AUD 0.25 million on the earlier of 24 months from the settlement date, or achieving the sale of 125,000 tonnes of manganese ore product attributable to Primero Group and AMCI Group; (ii) a cash payment of AUD 0.5 million on the earlier of 36 months from the settlement date, or achieving the sale of 250,000 tonnes of manganese ore product attributable to Primero Group and AMCI Group; (iii) a cash payment of AUD 0.5 million on the earlier of 42 months from the settlement date, or achieving the sale of 375,000 tonnes of manganese ore product attributable to Primero Group and AMCI Group; (iv) a cash payment of AUD 0.75 million on the earlier of 54 months from the settlement date, or achieving the sale of 500,000 tonnes of manganese ore product attributable to Primero Group and AMCI Group. Post-closing, Bryah Resources Limited will not hold any stake in Bryah Basin Manganese Joint Venture.OM (Manganese) Ltd has a pre-emptive right to match the cash offer. On January 7, 2021, OM (Manganese) advised Bryah that it will not exercise its pre-emptive right. Because of this Bryah is now free to transfer its JV interest at any price not being less than AUD 5 million, at any time up to April 7, 2021.

The offer is subject to OM (Manganese) Ltd not exercising its pre-emptive rights to match the offer made by Primero Group Limited and AMCI Group during the 60-day notice period, Foreign Investment Review Board approval, satisfactory alignment between the Primero Group Limited, AMCI Group and OM (Manganese) Ltd 's future objectives, Bryah Resources Limited obtaining shareholder approval for the transaction, if required by ASX, and the Primero Group Limited, AMCI Group being satisfied with the results of their due diligence investigations. Completion of the sale to the Offerors is expected to occur once all conditions of the joint offer have been satisfied and formal documentation has been finalized. As of December 9, 2020, the transaction is expected to close in early 2021.

Primero Group Limited (ASX:PGX) and AMCI Group cancelled the acquisition of 70% stake in Bryah Basin Manganese Joint Venture from Bryah Resources Limited (ASX:BYH) on February 27, 2021.