Investor Centre
On 30 July 2021, Cradle Resources Limited (ASX: CXX, “Cradle”) shareholders approved the disposal of its 37.2% interest in Panda Hill Tanzania (“PHT”) to Panda Hill Mining Limited (“PHM”). (PHT, a company incorporated in Mauritius, is a joint venture between Cradle and Tremont, which in turn owns the Panda Hill Niobium Project in Tanzania).
This disposal occurred by way of an in-specie distribution of 152,748,622 shares Cradle held in PHM (“In-specie Shares”) to Eligible Cradle shareholders on a pro-rata basis ("In-specie Distribution").
Cradle distributed the In-specie Shares on 9 August 2021, that was affected via the transfer of the beneficial interest to Eligible Cradle Shareholders on a pro-rata basis and the transfer of the legal interest in those shares to Panda Hill Mining Nominees Pty Ltd, a wholly owned subsidiary of PHM.
The resulting corporate structure is summarised below:
As part of the demerger deal, Tremont Investments Limited (the 62.8% shareholder of PHT) agreed to fund all ongoing financial requirements of the Panda Hill Project until development of the Project is funded. These costs will be converted to additional shares in PHT issued at US$1.00 each. PHT currently has 53,201,565 shares on issue.
Under the shareholder agreement, PHT may only undertake a development capital raising for the Project by a combination of bank debt and the issue of new ordinary shares at US$1.00 minimum.
Tremont has appointed two directors to PHT and PHM has appointed one director and has general minority shareholder protection rights. For greater detail as to the PHT shareholder agreement we refer you to the Information Memorandum released on the ASX by Cradle on 28 Jun 2021 and sent to all shareholders at that time.