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COPPER 360 LIMITED - Update on the acquisition of Nama Copper Resources Proprietary Limited (Nama Copper)

Release Date: 19/03/2024 09:35
Code(s): CPR     PDF:  
Wrap Text
Update on the acquisition of Nama Copper Resources Proprietary Limited (“Nama Copper”)

Copper 360 Limited
(Formerly Big Tree Copper Limited)
(Incorporated in the Republic of South Africa)
Registration number 2021/609755/06
JSE Share Code: CPR ISIN: ZAE000318531
("Copper 360" or "the Company")


UPDATE ON THE ACQUISITION OF NAMA COPPER RESOURCES PROPRIETARY LIMITED 
("NAMA COPPER")

Shareholders are referred to the media release dated 29 November 2023 where the Company announced
the acquisition of Nama Copper Resources Proprietary Limited from Mazule Resources Proprietary Limited
("Mazule") for R200 million. At the time the Company noted that it would conduct a four-month due
diligence on Mazule, coinciding with the initial cash consideration, which occurred on 28 November 2023,
the date the agreement was signed.

HIGHLIGHTS OF THE NAMA COPPER ACQUISITION

   • Due diligence has been completed successfully.
   • The Nama Copper plant has exceeded our expectations vis-a-vis structure, integrity,
       and performance, the latter based on a 'wet-run' test phase.
   • An accountable management team was appointed.
   • An amount of R140.5 million has been paid to date.

FINANCIAL TRANSACTIONS TO DATE

The Company completed its due diligence and paid a total of R140.5 million to Mazule; a further
R9.5 million is due in the next two weeks.

A revised payment agreement was reached with Mazule following updates to the offtake terms associated
with Nama Copper's production. Initially, the payment plan comprised a total cash payment of
R150 million, plus an additional R50 million to be provided by Mazule through a vendor-financed working
capital facility as part of the offtake deal. This was supported by Copper 360's pledge to issue shares to
Mazule should there be a default regarding the working capital facility. However, the terms of the offtake
agreement have been renegotiated, resulting in Mazule no longer serving as the offtake partner. This
change means the working capital facility and the associated commitment to issue shares will be
terminated.

The outstanding R50 million owed to Mazule will now be paid in cash across three equal instalments dated
March, April, and May 2024. These payments will be financed, among other things, by prepayments from
the new offtake partner as detailed further below.

PRODUCTION AT NAMA COPPER

As per the lease agreement with Mazule, the Company has taken over the operation of the plant, and
production commenced on 13 March 2024. Commissioning of the plant will take place during the
following three weeks during which time an estimated 45 tonnes of copper will be produced. Production
will be ramped up to reach an estimated 230 tonnes of copper within two months thereafter.

Shareholders will further be advised of the progress of the production update.
MANAGER OF PROCESSING OPERATIONS UPDATE

Mr. Stefan Stoman was promoted to Manager of Processing Operations across the group, effective
March 6, 2024. In this role, he will oversee all aspects of the Company's copper processing operations
including three processing plants, the SX/EW, the Nama Copper Plant (MFP 2), and the Nababeep MFP 1
when it enters service later this year.

Mr. Stoman's credentials include a Bachelor's degree in Chemical Engineering, a Management
Development Programme (USB-Ed), an Advanced Diploma in Business Project Management, and
a Master's in Business Administration (MBA). Additionally, he has accumulated 8 years of experience in
his field.

The Company is confident that Mr Stoman will successfully lead its copper processing operations.

Mr. Jan Nelson, CEO of Copper 360 said: "Concomitant with the accelerated growth of
Copper 360 the management team that creates the magic, plays an important role in our forward
momentum. The breadth and depth of Stefan's experience makes him a great asset to our group."

TERMS OF THE OFFTAKE AGREEMENT

A new offtake agreement was concluded with Fujax UK Limited ("Fujax"), an international commodity
trading company, which will purchase all the concentrate produced by Nama Copper's MFP 2 on attractive,
market-related terms for a period of 10 years. Fujax will make prepayments against future sales totalling
USD 2.5 million over the months of March, April, and May 2024 which will assist with the production
ramp-up of the MFP 2 plant. The prepayments will be subtracted from the amounts due by Fujax under
the offtake agreement over a period of five years, with interest on the remaining balance applied monthly
at a rate that aligns with market conditions.

Mr. Nelson further commented: "Copper 360 has successfully concluded the due diligence process of
Nama Copper. The completion of due diligence reflects the Company's thorough examination and
evaluation of Nama Copper's assets, operations, and financials. The Nama Copper Plant has not only met
but exceeded our expectations in both in terms of its structural integrity and performance, ergo the
acquisition will enhance Copper 360's operational capabilities and position the Company for further
growth in production."

FORWARD-LOOKING STATEMENTS

Any forward-looking statements contained in this announcement have not been reviewed or reported on
by the Company's external auditors.

Stellenbosch

19 March 2024

Designated advisor: Bridge Capital Advisors Proprietary Limited

Date: 19-03-2024 09:35:00
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