A consortium of investors led by Bushveld Energy signed a term sheet agreement to acquire Enerox GmbH from CellCube Energy Storage Systems Inc. (CNSX:CUBE) for €13.5 million on November 12, 2019. The transaction will, if completed, see the Bushveld Consortium acquire the entire issued share capital of Enerox GmbH ("Enerox") from the CellCube Energy Storage for a total sum of €11 million and a working capital financing for Enerox of €1.5 million. Enerox GmbH will be acquired on a debt free basis from CellCube Energy Storage Systems. The transaction is structured in three parts, pursuant to the signing of the term sheet, the consortium will pay the Seller €0.3 million which the seller will in-turn contribute to Enerox as a shareholder capital contribution for Enerox to fund its short terms working capital requirements. If an initial share purchase agreement (as defined below) has not been executed as soon as practicable, the seller is obliged to pay back the consortium €0.3 million. These terms are legally binding but the remaining terms below are not. An initial sale and purchase agreement to be signed as soon as reasonably practicable after the signing of the term sheet, whereby the Bushveld Consortium would for a sum of €1.65 million (including the €0.3 million referred to above) purchase 24.9% of the share capital of Enerox, initial shares, including shareholder capital contributions of €1.2 million for working capital purposes over the course of the coming four months. Out of €1.2 million, €0.3 million would be paid immediately upon becoming a shareholder in Enerox, €0.3 million would be paid by December 1, 2019, €0.3 million would be paid by January 1, 2020 and €0.3 million would be paid by February 1, 2020. A subsequent sale and purchase agreement (main agreement), subject to a technical, legal and financial due diligence, which will provide for the purchase of the remaining 75.1% of the shares of Enerox for a further consideration of €10.85 million comprising, €8.35 million payable upon completion of the transaction. Up to €2 million of this consideration can be paid, at Bushveld's discretion, in Bushveld Minerals shares. It is intended that the main agreement and other principal transaction documents will be signed on or before December 31, 2019, with completion to occur as soon as practical thereafter. An additional deferred consideration of €2.5 million payable by the consortium to the Seller over 30 months comprising €0.5 million payable every six months starting in June 2020. If the consortium or CellCube Energy Storage elect not to enter into the main agreement, the seller has a call option to purchase the initial shares at a price equal to €1.65 million paid by the Bushveld Consortium to the seller and Enerox, plus an amount equivalent to 12% of such amount. In the event the call option is not exercised by the seller, the consortium has an option to put the initial shares to the seller for the same amount. Should the seller not honor the put, the consortium would have the option of increasing its holding in Enerox by 50% plus one share for an additional amount of €2.5 million. In circumstances where the main agreement is not entered into because the consortium withdraws from the transaction, it would continue to provide the working capital payments to Enerox. The Bushveld Consortium has been granted exclusivity until the end of February 2020 to complete due diligence and negotiate definitive acquisition documents. As of December 19, 2019, the Consortium have acquired 24.90% of the issued share capital of Enerox for €0.2 million from CellCube and to date the Consortium has provided Enerox with €0.6 million. As of March 3, 2020, the investors are still in the due diligence process. SP Angel Corporate Finance LLP acted as financial advisor, Peel Hunt LLP, and BMO Capital Markets Limited acted as the brokers for Bushveld Energy. A consortium of investors led by Bushveld Energy completed the acquisition of 90% stake in Enerox GmbH from CellCube Energy Storage Systems Inc. (CNSX:CUBE) on August 3, 2020. Parties to the transaction signed sale and purchase agreement on July 31, 2020. Under the agreement, buyer will pay a nominal amount for the Enerox shares but provide a new secured shareholder loan facility of €3.7 million to Enerox. The Shareholder Loan Facility is designed to provide working capital and funds for capital expenditure to enable Enerox to reach sustainable commercial production. The facility will be secured on certain assets of Enerox, although the security will be subordinated to security provided to Enerox's current lender, FGP Protective Opportunity Master Fund SPC.