Manhattan Corporation Limited (ASX:MHC) agreed to acquire Afro Mining Pty Ltd from R-TEK Group Pty Ltd and others for AUD 4.5 million on February 6, 2023. Under the consideration, Manhattan Corporation will issue 500 million shares at an agreed value of AUD 2,500,000 (Consideration Shares), with 25% of those shares subject to a 6-month voluntary escrow period, and a further 50% subject to a 12-month voluntary escrow period. In related transaction, Manhattan Corporation has received firm commitments including institutional investors seeking to raise AUD 4,550,000 (before costs) at AUD 0.005 per new share.

The transaction is expected to complete in Early April 2023. In connection with the Acquisition, Manhattan Corporation has agreed to grant R-TEK Group, 100 million options in MHC with an exercise price of 1 cent per option and a further 100 million options with an exercise price of 2 cents per option (Options). The Options will have an expiry date 3 years after the date of completion of the Acquisition.

The issue of the Options will be subject to shareholder approval. Completion of the Acquisition is subject to the following conditions precedent: Manhattan Corporation completing due diligence on both Afro Mining and the Project; Manhattan Corporation successfully raising AUD 4,500,000 at an issue price of not less than AUD 0.005, which will be satisfied upon completion of the Capital Raising described below; and Manhattan Corporation obtaining any shareholder approvals required by the ASX Listing Rules in connection with the Acquisition, including for the issue of the Consideration Shares. Gilbert + Tobin as legal adviser on the Acquisition and Capital Raising.