Macro Metals Limited has entered into a non-binding term sheet with RSIN Nigeria Limited to sell 100% of the shares in KCM Mining Limited, the registered owner of the Agbaja Iron Ore Project located in Kogi State, Nigeria.

Under the transaction terms, the purchase price of US$5,670,000 is structured on a cash-free, debt-free, locked-box basis. The financial mechanics include a US$700,000 escrow down payment that the buyer must pay within five business days of executing a definitive agreement, alongside a US$350,000 holdback retained by the buyer for 12 months following completion.

After factoring in estimated transaction costs that are 100% success-based and payable to unrelated third parties, Macro expects to receive net proceeds of approximately A$5.1 million, based on an exchange rate of US$0.71 to A$1.00. This net total comprises approximately A$4.6 million received upon completion and approximately A$0.5 million upon the release of the holdback after one year. The company intends to deploy these proceeds to accelerate the growth of its Western Australian projects and expand its mining services business in a non-dilutionary manner. Through its wholly owned subsidiary Macro Mining Services Pty Ltd, the company provides mining services across multiple commodities, including mining, crushing and screening, processing, haulage, materials handling, and rehabilitation.

Macro and the buyer have agreed to execute a definitive Share Purchase Agreement within 20 business days of the term sheet. Additional conditions include the completion of buyer due diligence regarding title and tenements, and the extension of the community development agreement between KCM and the local Agbaja community to at least December 2031 to ensure continuity for local stakeholders.

Furthermore, conditions require confirmation that KCM’s rights to the metallurgical intellectual property involving oxygen injection—developed to reduce in-situ phosphorus in the ore to produce a quality steel product—remain valid and undiminished at completion. The transaction also requires no material adverse changes and the receipt of all necessary Nigerian and Chinese governmental and regulatory approvals. During the exclusivity period, the sellers cannot entertain competing proposals without notifying the buyer in writing within two business days.

Read the full announcement: Non-Binding Term Sheet for Sale of Agbaja Iron Ore Project