| Explanation | Element List |
| Saudi Lime Industries Company announces the signing of a conditional binding agreement (The “Agreement”) with Astra Industrial Group and Tharawat Mining Company to acquire a (100%) stake in the share capital of Astra Mining Limited Company. | Introduction |
| 100% of the share capital of Astra Mining Limited Company. | Asset type |
| Purchase by Saudi Lime Industries Company of 100% of the shares of Astra Mining Limited Company. Until satisfaction of the conditions of the transaction, ownership and management of the company will remain with Astra Industrial Group Company and Tharawat Mining Company. | Transaction Details |
| Up to a maximum of 35 million Saudi Riyals for acquiring the company shares, and settlement of company debt to local banks amounting to 129.6 million. Accordingly, total maximum amount is 164.6 million Saudi Riyals. | Transaction Value |
| Completion of the transaction is subject to a few conditions that must be fulfilled, including but not limited to the following: 1- Signing an “Escrow Agreement” between the parties of the agreement. 2 – Obtaining regulatory approvals from official authorities. 3 – Signing a licensing agreement between Astra Industrial Group and Saudi Lime Industries Company, granting the latter the right to use the name “Astra Mining” for a period of six (6) months (transitional period) after the completion of the transaction. Furthermore, the agreement included representations and warranties from the selling parties as is customary, along with undertakings by them to indemnify the buyer in certain circumstances. Additionally, it included the sellers’ commitment to allow the buyer to complete the necessary due diligence procedures and studies before completing the transaction. Saudi Lime Industries Company also retained the right to terminate the agreement before completing the transaction in the event of a material breach of the representations and warranties provided in the agreement. Furthermore, the parties agreed to complete the transaction within (3) three months from the signing date. | Transaction Terms |
| Astra Industrial Group and Tharawat Mining Company, as the current partners owning 100% of the shares in the capital of the selling party, and Saudi Lime Industries Company as the purchasing party. | Parties of the Transaction |
| It is expected to obtain banking financing from one of the Saudi banks to cover part of the transaction value, with the remainder being paid through the company own resources | Transaction Funding Method |
| 11/08/1445 corresponding to 21/02/2024 | Transaction Execution Date |
| The Company’s authorized activities include operating quarries and sand or gravel mines including (crushers), test drilling related to mineral exploration, the manufacturing of quicklime and hydrated lime, and the manufacturing of sound and heat insulation materials. | Description of the Business of the Asset forming the Subject Matter of the Transaction/ The company’s activity |
| The financial data for Astra Mining Limited for the last three years based on audited financial statements for the years 2020, 2021, and 2022, are as follows: – The revenue for the fiscal year 2022 amounted to 33,935,746 Saudi Riyals. – The revenue for the fiscal year 2021 amounted to 37,094,490 Saudi Riyals. – The revenue for the fiscal year 2020 amounted to 31,632,742 Saudi Riyals. | Financial Statements for the Last Three Years of the Asset forming the Subject Matter of the Transaction |
| The achievement of Saudi Lime Industries Company’s goals involves expanding its activities and operations, supporting its strategic plans, and increasing company sales through increasing production quantity to meet the needs of both domestic and international markets to cover the demand for Quicklime. | Transaction reasons |
| It is expected that the financial impact of this deal will appear during the second quarter of the fiscal year 2024. | Expected impact of the transaction on Saudi Lime Industries Company and its operations |
| None. | Related Parties |
| Saudi Lime Industries Company will announce any significant developments regarding the transaction in accordance with relevant regulations and laws. | Additional Information |
