Astral Resources NL has declared its off-market takeover bid for Maximus Resources Ltd unconditional and free from all conditions after obtaining a relevant interest in at least 50.1% of all Maximus shares.
The offer is on the basis of one Astral share for every two Maximus shares and as at the close of trading on February 21, Astral held 248,950,902 Maximus shares for a stake of 58.06%.
This offer implies a value of approximately $0.073 per Maximus share, based on the 5-day VWAP of Astral shares of $0.145 prior to the announcement of the offer on February 3, 2025.
Astral declaration
In making this declaration, Astral said:
- Pursuant to section 630(5)(b) of the Corporations Act, and as required by section 630(4) of the Corporations Act, a notice declaring that the conditions of the offer as detailed in section 12.8 of the Bidder's Statement have been fulfilled.
- Pursuant to section 650F(3)(a) of the Corporations Act, a notice declaring that the offer has been freed from all remaining defeating conditions.
Maximus shareholders who validly accepted the offer before it was declared unconditional will be issued their Astral shares by no later than Monday, March 10, 2025.
All other Maximus shareholders who have yet to validly accept the offer will be issued their Astral shares within 10 business days of their acceptance being processed in accordance with the terms of the offer.
The offer is scheduled to close at 7.00pm (AEDT) on Friday, March 7, 2025, unless extended or withdrawn.
All Maximus directors have decided to accept the offer with respect to their own shares and those they control in the absence of a superior proposal.
Collectively, the directors own or control approximately 5.1 million Maximus shares, representing approximately 1.20% of all shares on issue.
Compelling premiums
The implied value of $0.073 per Maximus share provides Maximus shareholders with the ability to receive compelling premiums, specifically:
- 61% premium to Maximus shares’ last undisturbed closing price of $0.045 on December 24, 2024;
- 67% premium to Maximus shares’ 30-day volume weighted average share price of $0.043 up to and including December 24, 2024;
- 48% premium to Maximus shares’ 12-month closing share price high of $0.049 (up to and including December 24, 2024);
- 175% premium to Maximus shares’ 12-month closing share price low of $0.026 (up to and including December 24, 2024); and
- $93/ounce resource acquisition price, based on the current Maximus published JORC-compliant mineral resource estimate.
The combined entity will have a pro forma market capitalisation of around $205 million, a combined (and proximal) mineral resource of approximately 1.8 million ounces of gold and regional gold targets underpinning significant exploration potential.