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Share purchase agreement by indirect subsidiary of the Company

On November 8, 2021, Stanmore Resources Limited (“Stanmore”), a company duly established based on the laws of Australia which is an indirect subsidiary of the Company, signed a share purchase agreement with BHP Minerals Pty Ltd (“BHP”) in relation to the plan to acquire 80% (eighty per cent) of BHP’s interest owned by BHP in BHP Mitsui Coal Pty Ltd (“BMC”) through the acquisition of all of the shares in Dampier Coal (Qld) Pty Ltd (“Dampier Coal”), by Stanmore SMC Holdings Pty Ltd (“SMC”), which is a subsidiary of Stanmore (“Proposed Transaction”).

Payments for the Proposed Transaction, will be carried out in stages using a combination of internal and external sources of fund, with the terms of payment as follows:

  • USD 1.1 billion payable on completion of the Proposed Transaction
  • USD 100 million payable six months post-completion of the Proposed Transaction, and
  • Up to a maximum of USD 150 million based on a revenue-sharing mechanism if the average sales price achieved is above a certain threshold over a two-year period, payable within three months of the end of testing period (expected in 2024)

The purchase price is subject to customary completion adjustments.

Furthermore, the completion of the Proposed Transaction is expected to occur in mid-2022, of which such completion is still subject to the fulfillment of conditions precedents.

As additional information, BMC owns metallurgical coal assets located in Queensland, Australia, consisting of South Walker Creek and Poitrel mines, with combined metallurgical coal production of approximately 10 Mt per annum and total reserves of 171 Mt, as well as the undeveloped Wards Well coal project.

With the completion of this Proposed Transaction, the Company, through its subsidiaries, expects that it will strengthen its position as one of the players in metallurgical coal business in Asia and Oceania which may have a positive impact on the shareholders.

As a record, information regarding the Proposed Transaction has also been announced by Golden Energy and Resources Limited (“GEAR”) on the website of Singapore Exchange and by Stanmore on the website of Australian Securities Exchange, considering that GEAR is a public company in Singapore and Stanmore is a public company in Australia.