Metminco Limited (ASX:MNC) entered into a binding term sheet to acquire Sunshine Minerals Limited from Eagle Ray Investments Pty Ltd, Gunsynd Plc (AIM:GUN), Pawel Misiec, Andrew Kuzemko and Nelson Kile for AUD 5 million on September 19, 2018. The consideration for the acquisition is AUD 1.5 million a non-refundable deposit of AUD 0.05 million and agreed debts in Sunshine Minerals Limited and all this will be satisfied through the issue of up to 250 million fully paid ordinary shares in the capital of Metminco Limited as upfront consideration shares), another 250 million shares of Metminco Limited which will be issued upon announcement to the ASX by Metminco Limited of an initial JORC compliant resource estimate at Jejevo Nickel Project of at least 125,000 tonnes of contained nickel metal at a cut-off grade of not less than 0.7% nickel, which must be based upon exploration information delivered to Metminco Limited by Sunshine Minerals Limited and exploration work undertaken by Metminco Limited in the amount of not greater than AUD 0.5 million which is the stage 1 deferred consideration shares and 500 million shares of Metminco Limited will be issued upon the receipt of a mining license over the Jejevo Nickel Project located in the Santa Isabel Province, Solomon Islands which will be the stage 2 deferred consideration shares. Eagle Ray Investments Pty Ltd will get 75 million shares, Gunsynd Plc will get 50 million shares, Pawel Misiec will get 58.9 million shares, Andrew Kuzemko will get 58.9 million shares and Nelson Kile will get 7.2 million as upfront shares of Metminco Limited. In total, Eagle Ray Investments Pty Ltd will get 300 million shares, Gunsynd Plc will get 200 million shares, Pawel Misiec will get 235.5 million shares, Andrew Kuzemko will get 235.5 million shares and Nelson Kile will get 29 million shares of Metminco Limited as total consideration shares. For the financial year ending March 31, 2018, Sunshine Minerals Limited reported net liabilities of AUD 0.45 million.

The deal is subject to completion of due diligence, consummation of joint venture arrangement between Metminco Limited and Nelson Kile, necessary regulatory approvals, Metminco Limited completing a minimum AUD 3 million equity capital raising, approval of shareholders of Metminco Limited and other conditions. If the conditions are not satisfied (or waived by Metminco Limited) on or before November 17, 2018, any party may terminate the acquisition. Settlement of the acquisition would occur 5 business days after the satisfaction (or waiver by Metminco Limited) of the conditions to the deal. The deposit funds of AUD 0.05 million are to be used to pay part of the landowner access fees for the Jejevo project. Andrew Thomson, Alena Broesder and Charlie Cryer of RFC Ambrian acted as financial advisors to Metminco Limited. As of October 4, 2018, Patersons Securities Limited acted as financial advisor to Metminco Limited.