AsiaPhos has terminated the sale and purchase agreement (SPA) it had entered into on Nov 12, 2020 with Mining and Minerals Industries Holding for the acquisition of the entire issued and paid-up share capital of MMJV.
MMJV is a Singapore-led gold and copper mining group of companies that hold controlling interests in three gold and copper mining concessions in the Philippines.
Based on the SPA, the consideration for the proposed acquisition would have amounted to $72 million or 50% of an independent valuation, whichever lower.
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In a filing to the Singapore Exchange on April 7, AsiaPhos states that the termination arose from conditions precedent of the SPA not being met, which includes Mining and Minerals Industries securing a fund-raising exercise, with at least $2.8 million of the proceeds to go towards discharging MMJV’s debts.
Given that Mining and Minerals Industries has yet to secure funding and would require more time to fulfil the condition, AsiaPhos believes that it will not be possible to complete the sale and purchase transaction within the agreed timeline of the SPA. The sale was expected to be completed by Nov 12 or within three months from the approval of a proposed whitewash resolution, whichever earlier.
AsiaPhos states that the termination is not expected to have any material impact on the consolidated net tangible assets or earnings for the group in FY2021 ending December. It will continue to focus on its ongoing business in manufacturing phosphate-based chemicals products while also sourcing other corporate, business, acquisition, and financing opportunities.
Shares in AsiaPhos closed flat at 2 cents on April 6.
