Senegal – ASX-listed phosphates explorer and project developer Minemakers has completed the acquisition of Baobab Mining and Chemicals Corporation SA (BMCC), the company which owns the Baobab phosphate project in the Republic of Senegal, from Baobab Partners.
In April this year, Minemakers entered into a conditional agreement to acquire 100% of Baobab, the potential near-term production rock phosphate project from Baobab Partners, an affiliate of Agrifos Partners through an all scrip deal.
On 23 September 2015 the company received approval, via receipt of an Amalgamation Certificate from the Registrar of Companies in Mauritius, for the Reverse Triangular Merger involving the amalgamation of Baobab Fertilizer Africa, which is a wholly owned subsidiary of Baobab Partners and the parent company of BMCC, and Minemakers Baobab Mauritius, a wholly owned subsidiary of Minemakers.
Following the Amalgamation, Baobab Fertilizer Africa is the sole surviving company, with Minemakers as its sole shareholder.
In consideration for the acquisition and in accordance with the terms of the acquisition, Minemakers will issue Baobab Partners with 100 million ordinary Minemakers shares; 80 million Minemakers unlisted options with an exercise price of A$0.25 and a term of four years; and 40 million contingent share rights satisfied by the issue of Minemakers shares upon first commercial production of phosphate rock.
In addition, Minemakers will furnish Baobab Partners with an additional 40 million contingent share rights satisfied by the issue of Minemakers shares either upon achievement of a board-approved preliminary feasibility study, the decision to proceed with the construction of a phosphate rock mine; or first commercial production of phosphate rock – whichever earlier.
In line with the acquisition, Timothy Cotton was appointed as a non-executive director of Minemakers.
“We are pleased that completion of the transaction has been achieved and would like to welcome Cotton to the board and look forward to his contribution to the exciting future of Minemakers,” Minemakers MD and CEO Cliff Lawrenson commented.