Deep-South Resources holds the remaining 30% interest in Haib and Haib holds a 100% interest in the Haib copper project located in Namibia.
As part of the consideration under the sales agreement, Teck Resources, Canada’s largest diversified mining company, will receive 13 600 000 common shares of Deep-South at closing. The shares issued on closing, together with the 4 166 666 common shares currently held by the company, will result in it holding approximately 35% of Deep-South’s outstanding shares on an undiluted basis.
In the event that its 17766 666 common shares represents less than 35% of the issued and outstanding common shares immediately following closing, Deep-South will issue additional shares to Teck Resources in order to maintain Teck Resources’ immediate post-closing ownership at 35%.
In addition, the Canadian major holds a $373 195 convertible debenture, that if it were to convert the entire principal amount, Teck Resources would hold approximately 38% of Deep-South’s outstanding common shares immediately following closing of the transaction, calculated on a partially diluted basis assuming the conversion of the debenture only.
The purpose of the acquisition of common shares was to facilitate the sale of Teck Resources’ interest in Haib. Teck Resources may determine to increase or decrease its holdings in Deep-South, depending on market conditions and any other relevant factors.