An undisclosed buyer entered into a conditional share purchase agreement to acquire Topone Star Investments Ltd. from FeOre Limited (ASX:FEO) for $56.7 million on January 22, 2014. The cash consideration includes $51.03 million plus a deferred amount that equals to a total amount of $56.7 million payable in three tranches: $5.67 million upon satisfaction of conditions; $45.36 million within 5 days thereafter and a deferred amount of $5.67 million. The transaction is subject to approval of FeOre shareholders in a meeting to be held in February 2014, due diligence, consents for waivers from holders of $25 million convertible bonds and Gleneagles Securities and other necessary approvals. As of March 27, 2014, FeOre Limited obtained a conditional waiver from the bondholders for the transaction subject to usage of the proceeds from the transaction to complete the repurchase of convertible bonds. On-Site due diligence is continuing and all consent and approvals are being obtained. The deal is expected to be completed in March 2014. The proceeds will be used to redeem convertible bonds.

As of April 3, 2014, the transaction is subject to the buyer getting listed on Hong Kong Stock Exchange. If it does not happen by September 30, 2015, the final deferred consideration will be released to the buyer's bank account and will instead transfer or issue 6.3% of its share capital to FeOre. Topone Star reported total assets of $76.74 million and total common equity of $9.41 million for the year ended December 31, 2013. BDO considered the transaction to be not fair but reasonable for shareholders. The Board of Directors made no recommendation on the resolution. The transaction is expected to be completed by April 28, 2014. FeOre Limited intends to use the proceeds of the first and second payments and existing cash balances by undertaking a buy back for up to AUD 42.2 million, redemption of convertible bonds, provision for contingent payment, cost of the transaction, working capital and to fund potential future project acquisition costs.

As of April 28, 2014, FeOre obtained extension to the letter of waiver whereby FeOre will complete the repurchase of convertible bonds on or before May 12, 2014. As of April 28, 2014, shareholders of FeOre voted in majority and approved the transaction. As announced on May 12, 2014, Topone Star Investments Ltd. has received $5.67 million in relation to the transaction. Adam Myers, Ashton Lombardo and Stuart Moore of BDO acted as fairness opinion providers to Board of Directors of FeOre Limited.

An undisclosed buyer completed the acquisition of Topone Star Investments Ltd. from FeOre Limited (ASX:FEO) on May 29, 2014. FeOre Limited has received the second payment in relation to the transaction and has transferred the total issued share capital of Topone Star to the buyer.