Anfield Gold Corp. (TSX-V:ANF) announces that it has signed a share and debt purchase agreement with Serabi Gold PLC pursuant to which Serabi will acquire 100% of the issued share capital of Chapleau Resources Ltd a wholly-owned subsidiary of Anfield, which holds the Coringa Gold Project. Serabi will also be acquiring certain intercompany debts of Anfield.
The total consideration for the acquisition amounts to US$22 million, subject to certain adjustments. Serabi will make an initial payment to Anfield on closing of US$5 million in cash. A further US$5 million in cash is payable within three months of closing and a final payment of US$12 million in cash will be due upon the earlier of first gold being produced from the Coringa Gold Project or 24 months from the date of closing.
The agreement is conditional on several items including: completion by Serabi of its due diligence; approval of the shareholders of Anfield and the TSX-V; and approval of Serabi’s secured lender, Sprott. Serabi has agreed, on closing, to grant Anfield, subject to the approval of Serabi’s secured lender and, if required, sub-ordinated to any security granted by Serabi to its secured lender, a pledge over the shares of Chapleau as security for the full and irrevocable payment of US$12 million.
Anfield plans to hold a shareholder meeting to approve the proposed transaction on December 19, 2017, and closing is anticipated to occur shortly thereafter. The planned vote to approve the proposed transaction will occur at the same shareholder meeting as the scheduled meeting to approve the previously announced business combination of Trek Mining Inc., NewCastle Gold Ltd. and Anfield.
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