EQS-Adhoc: Metalcorp Group: agreement signed to sell shares in SBG Bauxite and Alumina S.A.

Metalcorp Group: agreement signed to sell shares in SBG Bauxite and Alumina S.A.

Luxembourg, 21 July 2023 – Steelcorp Industries S.à r.l., a wholly-owned subsidiary of Metalcorp Group S.A. (the “Company” and together with its subsidiaries the “Metalcorp Group”), has signed a sale and purchase agreement for the sale of 95% of its shares held in SBG Bauxite and Alumina S.A., Luxembourg (“SBG Luxembourg”). SBG Luxembourg itself holds approximately 86% of the share capital in SOCIÉTÉ DES BAUXITES DE GUINÉE S.A., Guinea (“SBG Guinea”). The shares were sold to Kouroussa Mining Corp., Guinea, its local partner and co-shareholder in SBG Guinea. SBG Guinea operates a Bauxite mine in Garafiri (Kindia), Guinea.

As part of the transaction signed today and as part of the consideration, the purchaser shall assume several corporate guarantees functions towards SBG Guinea which were previously provided by Metalcorp Group. Further, the purchaser agreed to provide the necessary funding and financial support for the operation of the mine and SBG Guinea’s financial obligations.

The parties will entertain a value maximization and sharing mechanism and agreed on a comprehensive structure how to distribute proceeds of 50% to 60% (such value to be determined by time-bound incentives) from potential dividends, share buy-backs, equity transactions and refinancing derived from SBG Luxembourg and SBG Guinea. Any such proceeds received will be in favor of the holders of Metalcorp Group’s 2017/2023 and 2021/2026 bonds according to the bond restructuring framework that is currently being implemented.

The closing of the transaction is conditional upon the approval by the competent regulatory authorities.

For further information:
Better Orange IR & HV AG
Frank Ostermair, Linh Chung
+49 89 8896906-25
metalcorp@better-orange.de

Metalcorp Group S.A.
Anouar Belli
+352 2799 0145 55
abelli@metalcorpgroup.com

1685651  21-Jul-2023 CET/CEST