Tango Mining Limited is pleased to announce that Firestone Diamonds Limited, has agreed to extend the date by when all conditions for the Company's acquisition of Firestone's past producing BK11 Kimberlite Diamond Mine, Botswana must be satisfied.
As announced on 9 July 2015, the Company entered into a Sale of Shares and Claims Agreement ("Firestone Agreement") with Firestone for the Acquisition, for a total consideration of US$8.0 million and, as announced on 13 October 2015, certain terms of the Firestone Agreement were amended by an amendment letter (the "Amendment Letter"). Pursuant to a further amendment of the Firestone Agreement, conditions of the Firestone Agreement and the Amendment Letter must now be satisfied by no later than 29 August 2016 (the "Revised Drop Dead Date").
This extension is to enable the Company to finalise the proposed US$30 million loan commitment with Vanderbilt Commercial Lending, Inc. to finance the acquisition of Firestone's Botswana operations and to recommence operations at the BK11 Mine, as announced on 24 March 2016.
All other terms of the Firestone Agreement remain the same and accordingly, if the conditions of the Firestone Agreement and Amendment Letter are not satisfied or waived by the Revised Drop Dead Date, the Acquisition will not complete.
Firestone Acquisition Agreement Terms
The Firestone Agreement grants Tango the right to acquire 100% of Firestone's right in the processing facility, and interest and title in the mineral rights comprising the BK11 Mine, held directly or indirectly, through Firestone's 100% owned subsidiary, Firestone Diamonds Botswana (Pty) Limited ("Firestone Botswana"), and Firestone's 90% owned subsidiary, Monak Ventures (Pty) Limited ("Monak") for total consideration of US$8.0M, of which US$350,000 has been paid, plus accrued care and maintenance fees Tango has also entered into a Sale of Shares of Claims Agreement to acquire the remaining 10% interest in Monak from Tema Thuo (Pty) Ltd. ("Tema Thuo Agreement") for total consideration of US$800,000. The Tema Thuo Agreement has also been amended and the deadline for closing the acquistion has also been extended to the 29 August 2016 (the "Tema Thou Closing"). The Tema Thuo Agreement will be conditional on closing of the Firestone Agreement (the "Firestone Closing").
The Botswana Competition Authority granted unconditional approval on the 28 September 2015 for the transaction and approval by the by the Botswana Minister of Minerals, Energy and Water Resources was granted on the 18 April 2016 for transfer of the ownership of Monak, which holds Mining Licence No. 2010/59L, to the Company.
Tango has received conditional approval from the TSX Venture Exchange (the "Exchange") regarding the Firestone Agreement. The Firestone Closing and the Tema Thuo Closing are subject to final acceptance of the Exchange.