Astral Resources NL (ASX:AAR) is seeking to acquire Maximus Resources Ltd (ASX:MXR, OTC:MXRRF) in a deal that would create a company with a combined gold resource inventory of 1.8 million ounces, significantly more share liquidity and no near-term capital raising requirements.
Astral submitted a non-binding indicative proposal to the board of directors of Maximus to acquire all of the company’s outstanding issued share capital via a 7-cents per share all-scrip, off-market takeover.
At this stage, the Maximus board has not agreed to the transaction but it has agreed to progress due diligence and exclusive negotiations of a binding transaction implementation deed with Astral.
Maximus trades higher
Maximus Resources traded up to 6.4 cents, a new high of more than two years. This represents an increase of 42.23% on the previous close with more than 9.4 million shares changing hands by 12.30pm AEST.
Astral Resources shares were as much as one cent, or 6.67%, lower, to 14 cents.
"Compelling opportunity"
Astral says that the proposed transaction represents “a compelling opportunity for Maximus shareholders” who would become shareholders in a company with a 1.8 million ounce combined mineral resource inventory that includes Maximus’ Hilditch and Larkinville deposits, and the resources of Astral’s Mandilla and Feysville projects.
Maximus shareholders would also benefit from a premium that the proposed 7 cents offer price represents, specifically:
- a 56% premium to Maximus' last closing price of 4.5 cents on December 24, 2024;
- a 61% premium to Maximus' 30-day VWAP of 4.3 cents up to and including December 24;
- a 43% premium to Maximus' 12-month closing share price high of 4.9 cents; and
- a 165% premium to Maximus' 12-month share price low of 2.6 cents.
The proposed offer price also represents a value of $91 per ounce based on the current Maximus' published MRE.
Astral acquires 19.99% stake
Additionally, Astral advises that it has acquired a 19.99% stake in Maximus, having entered into two separate share sale agreements to acquire around 85.5 million Maximus shares.
The transaction was conducted with Beacon Minerals Limited and Colin Petroulas as a share swap, with Astral issuing around 40.8 million shares as consideration for the 19.99% stake.
Based on the two-day volume weighted average price (VWAP) of Astral shares through December 24, 2024, the implied acquisition price was approximately 7 cents per Maximus share.