Microsoft Word - CSD_ASX_SPM Asset Sale Agreement Signed v5

ANNOUNCEMENT

27 October 2014

ASX/MEDIA RELEASE

Mines Limited

ABN: 57 126 634 606

Phone: +61 (7) 4032 3319 info@csdtin.com.au

Snapshot:

ASX CODE: CSD

◊

ABOUT CSD

Consolidated Tin Mines Limited is an Australian Listed tin focused company developing a large scale tin project at Mt Garnet in the lower Herberton Tinfield in north Queensland

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CAPITAL STRUCTURE

Current CSD Share Price: $0.050

Current LME Tin Price: US$19,410

Detailed information at www.csdtin.com.au

Consolidated Tin Mines signs Agreement to acquire all Snow Peak Mining assets HIGHLIGHTS

Consolidated Tin Mines Limited (CSD or the Company) has signed an agreement with Snow Peak Mining Pty Ltd (SPM) for the acquisition of all

Snow Peak Ralph De Lacey Beacon Minerals Geocrystal

John Sainsbury

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OBJECTIVE

25.4%

6.5%

5.9%

3.3%

2.4%

SPM assets, subject to CSD shareholder approval, as referenced in the

MOU which was announced to the ASX on 7th July 2014.

The proposed transaction comprises the acquisition of all SPM assets including the operating Mt Garnet Concentrator Facility), plus the Surveyor-Balcooma mine, the Einasleigh and Maitland projects, all associated mining tenements, mining plant and equipment, mineral rights agreements and associated mining information.

CSD will issue consideration of 580,000,000 ordinary fully paid shares

To become Australia's premier tin producing company

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STRATEGY

To develop and establish tin production by 2015 and focus on increasing mine life and production profile by developing other tin production opportunities within the broader Mt Garnet Tin Project area

(Consideration Shares), a convertible note for $16.5M to SPM, and pay

$2 million over 12 months in four equal quarterly instalments. The Consideration Shares will be subject to a two year voluntary escrow period.

The acquisition is subject to the satisfaction of various conditions precedent, including the approval of CSD shareholders at an Extraordinary General Meeting which will include an Independent Expert's Report and details of the SPM assets; the EGM is scheduled for a date to be set in December 2014.

Registered Office:

395 Lake Street,

Cairns North, QLD, 4870

Ph: +61 (0) 7 4032 3319

ANNOUNCEMENT

ASX/MEDIA RELEASE

Australian tin exploration and development company Consolidated Tin Mines Limited (ASX: CSD) is pleased to announce that it signed an agreement with SPM to acquire SPM's entire suite of assets, subject to CSD shareholder approval. This follows the previously announced Memorandum of Understanding, released to ASX on 7th July 2014.
Under this Agreement, the Company proposes to acquire the entire suite of assets owned by SPM, including the Mt Garnet concentrator facility and associated tenements, the Surveyor-Balcooma mine and the Einasleigh & Maitland projects and associated mining tenements, mining plant and equipment, and all mining information and associated mining information, plus the Baal Gammon Minerals Rights Agreement (MRA); the transaction includes the replacement of environmental bonds and liability, and the transfer of all existing employees.
In consideration for the assets, it is proposed that: CSD will issue to SPM 580,000,000 fully paid ordinary CSD shares (Consideration Shares); CSD will issue a convertible note for $16.5 million which will be convertible into 165,000,000 ordinary shares 12 months after the date of issue; and CSD will pay SPM $500,000 per calendar quarter for four quarters ($2 million in total).
Upon issue of the Consideration Shares, SPM will hold approximately 67% of the Company's shares. SPM have agreed the Consideration Shares would be held in voluntary escrow for a period of two years.
The Company will also, subject to shareholder approval, issue 30,000,000 fully paid ordinary CSD shares to Snow Peak International Investment (SPII) as repayment of a $3 million advance payment made to Consolidated Tin as per the Heads of Agreement signed 18th April 2012 (refer ASX release 3rd May 2012). SPII has agreed to a voluntary escrow period in respect of these shares for a period of two years. SPII will hold approximately 11% of Consolidated Tin, down from its current 25% shareholding. The Company will have a first right of refusal to buy back the shares in the event the holder wishes to dispose of them.
Completion of the proposed transaction pursuant to the agreement is subject to various conditions precedent, including the following material conditions:
(a) CSD conducting appropriate due diligence;
(b) SPM obtaining all necessary approvals and consents to allow the transaction;
(c) security holders (including ICBC, Kagara and Investec) releasing, or consenting to the acquisition of the various assets the subject of the transaction from their security; and
(d) if required, Foreign Investment Review Board approval of the transaction.
Shareholder approval will be sought for the acquisition of SPM's assets for various purposes, including, without limitation, Item 7 of Section 611 of the Corporations Act. A notice of meeting for an Extraordinary General Meeting (EGM) will be sent to shareholders in due course and will contain an Independent Expert's Report which will report on the fairness and reasonableness of the transaction. The EGM is expected to be held in December 2014.

ENDS


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ANNOUNCEMENT

ASX/MEDIA RELEASE

For further information please contact:

John Banning

Ralph De Lacey

Darryl Harris

Managing Director

Executive Chairman

Director

M: +61 448 101 507

M: +61 428 163 176

M: +61 419 908 645

E: john.banning@csdtin.com.au

E: ralph.delacey@csdtin.com.au

E: dh@csdtin.com.au

W: www.csdtin.com.au

About Consolidated Tin Mines

Consolidated Tin Mines is an emerging ASX-listed (ASX: CSD) tin explorer and developer. Its major project is the Mt Garnet Tin Project approximately 180km south west of Cairns in northern Queensland, comprised of the Gillian, Pinnacles and Windermere deposits. The project is located in an established mining area, in close proximity to mining and concentrating infrastructure. Consolidated Tin's objective is to develop the project into a major low cost, open pit tin mining operation processing 1Mt per annum to produce approximately 5,000 tonnes p.a. of tin in concentrate, commencing with key deposits, Gillian and Pinnacles. On completion of a favourable DFS later in
2014, Consolidated Tin's strategy will be to develop and establish tin production in 2015 and focus on increasing mine life and production profile by developing other tin production opportunities within the broader Mt Garnet Tin
Project area.

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