DNL: Completion of Phosphate Hill Sale and Fertilisers Exit

研报英文原文证据摘录

DNL: Completion of Phosphate Hill Sale and Fertilisers Exit

Dyno Nobel Limited

Key terms of the sale:

Dyno announced the completion of the sale of Phosphate Hill to Ryowa II GPS Pty Ltd (Ryowa), a

wholly owned subsidiary of Mayfair Australia Corporation, on Tuesday, 30 June 2026. This marks

Dyno's exit from fertilisers and its transition to a pure play global explosives business.

The key terms of the sale include:

• Purchase price: Nominal consideration of $1.

• Economic risk transfer: Ryowa assumed the economic risk and benefit of Phosphate Hill from

1 April 2026 to completion on 30 June 2026, including all operating cashflows and capital

expenditure.

• Completion payment: Dyno made a fixed completion payment of $50m to Ryowa

incorporating the economic risk transfer (above), and adjustments for the increased value of

inventory at hand on completion which reflects heightened sulphur prices as a result of the

Middle East conflict.

• Deferred consideration: Increased to $150m (from $100m) payable to Dyno, subject to the

same conditions and meeting certain performance hurdles, to reflect the fixed contribution

at completion outlined above.

• Asset Retirement Obligation (ARO) funding: Dyno will fund $125.9m in support of the future

rehabilitation and remediation of Phosphate Hill.

• Liabilities: Ryowa will assume responsibility for all operational and environmental liabilities

associated with Phosphate Hill from completion, providing Dyno with a clean separation from

the asset.

Exhibit 2 - Fertilisers separation concluded

Date Separation delivery timeline

Aug-25 St Helens, Oregon sale completion

Sep-25 Fertilisers Distribution sale completion

Oct-25 Geelong, VIC final production

Oct-25 Gibson Island, QLD land sale proceeds received from the Goodman Group