Cosmos Exploration Pty Ltd (to be renamed 'Cosmos Exploration Limited') (Cosmos) was incorporated on 22 March 2021 for the purpose of spinning-out the Orange East Project and Byro East Project (together, the Spin-out Projects). Cosmos is a wholly owned subsidiary of RareX.
Cosmos and RareX propose to enter into a demerger implementation deed (DID), pursuant to which Cosmos will issue RareX 10,000,000 fully paid ordinary shares in Cosmos (Consideration Shares) in consideration for the Spin-out Projects (Spin-out).
Pursuant to the DID, RareX will retain a 25% free carry interest in the Orange East Project until completion of a Bankable Feasibility Study. In addition to the Consideration Shares, Cosmos will pay RareX $30,000 in reimbursement of expenditure incurred on the Byro East Project, and $50,000 in reimbursement of expenditure incurred on the Orange East Project.
Costs associated with the IPO will be split between RareX and Cosmos on a 50:50 basis.
RareX intends to retain the Consideration Shares, it is not proposing to conduct an in-specie distribution.