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- XRF Scientific (XRF) to acquire 50 per cent of Orbis Mining after entering into a binding but conditional share purchase agreement
- Orbis is a manufacturer of laboratory jaw crushers, with one of only two known companies in the world to produce a double acting jaw crusher
- The company’s products are used in gold assaying processes and XRF says this acquisition will provide diversification of revenue into the gold sector
- XRF has also acquired a call option to purchase the remaining 50 per cent of the shares currently held by the founders of Orbis, Brad and Darrin Hunting
- Shares closed 2.73 per cent higher at 56.5 cents apiece
XRF Scientific (XRF) is set to acquire 50 per cent of the shares in Orbis Mining after entering into a binding but conditional share purchase agreement.
Orbis is a manufacturer of laboratory jaw crushers, primarily used in the mining sector.
Founded in 2014, it is reportedly one of only two known companies in the world to produce a double acting jaw crusher.
Moreover, the company’s products are used in gold assaying processes and XRF said this acquisition will provide diversification of revenue into the gold mining sector.
Additionally, XRF said Orbis’s revenue and profits had the potential to grow
rapidly in the short to medium term and it had addressable markets considered larger than XRF’s own capital equipment products.
The acquisition fwill be bought by XRF with $600,000 in cash and $200,000 in XRF shares.
XRF said the cash component would be funded from its cash reserves and the shares would be issued at the 10-day volume weighted average price, prior to settlement.
The agreement is subject to a number of material conditions including XRF being satisfied with its due diligence enquiries, there being no material adverse change and various third‐party approvals being obtained.
If the material conditions are met, the agreement is set to become conditional by the end of October, but this date could change if agreed.
XRF has also acquired a call option to purchase the remaining 50 per cent of the shares currently held by the founders of Orbis, Brad and Darrin Hunting.
The call option is reportedly exercisable between July 1, 2024 and October 31, 2024 with settlement by December 31 of the same year, subject to the option exercise period being extended.
The exercise price will be based on the average of Orbis earnings before interest and taxes for the 2023 and 2024 financial years.
Once organised, if the material terms don’t exceed $4 million, the exercise period will be extended by a year to 2025, and be inclusive of the earnings before interest and taxes of FY24 and FY25.
If XRF takes over 100 per cent of the company, an earn-out will be payable at an amount equivalent to 50 per cent of the profits after tax for the 2025 financial year, or 2026 financial year if the exercise period is extended.
Shares closed 2.73 per cent higher at 56.5 cents apiece.
