AusPac had earlier entered into a binding agreement to acquire an 83.33% interest in the Dartbrook JV from Anglo American.
Under the Joint Venture Agreement between Anglo and Marubeni, Marubeni has the right to “tag” and sell its interest to AusPac on no less favourable terms.
Marubeni has exercised its tag-along right and AusPac will now proceed with the purchase of Marubeni's interest, subject to, amongst other things, its agreement with Anglo becoming unconditional.
“The parties are in the process of finalising formal documentation for the tag-along sale from Marubeni and it is expected that a final agreement will be reached in the coming weeks,” AusPac said in a statement.
It is envisaged that the sale of both Anglo and Marubeni’s interest in the Dartbrook JV, totaling 100%, will complete simultaneously.
AQC’s CEO John Robinson Jnr said: “The company welcomes Marubeni’s decision to sell its minority interest in the project. Holding 100% of what we believe is an outstanding mining asset with existing infrastructure in place, will allow the company to expedite its plans to progress the asset for the benefit of shareholders and the local community alike.”
The company’s proposed acquisition from Marubeni consists of a 16.67% interest in the Dartbrook JV and a 16.67% interest in Dartbrook Coal (Sales) Pty Ltd, the marketing agent of the Dartbrook JV.
The consideration for the Marubeni acquisition will include a $5 million cash payment (of which a deposit of $100,000 is payable on execution of the formal documentation); and a royalty of $0.50 per tonne of total coal sold or otherwise disposed of from the project and $0.05 per tonne of any third party coal processed through Project infrastructure, but capped at $5 million.
AusPac and Anglo have also agreed to revise the royalty rate on the royalty payable to Anglo, as part of the acquisition of its 83.33% interest, from $3.00 per tonne to $2.50 per tonne, to reflect the fact that the royalty is paid on an equity tonnes basis and AusPac will now own 100% of the project.