Eastern Metals Ltd (ASX:EMS), soon to be renamed Raptor Metals Ltd, has declared its off-market takeover offer for Raptor Resources Ltd unconditional and will now move to compulsorily acquire the remaining shares it does not already own.
The offer for all fully paid ordinary shares in Raptor became wholly unconditional following satisfaction of the final outstanding condition — consent to reinstatement of EMS securities to the ASX — with EMS waiving the remaining defeating conditions attached to the bid.
The offer is scheduled to close at 7:00pm (AEDT) on December 19, 2025, unless extended.
EMS passes 90% threshold
As at December 11, 2025, EMS held a relevant interest in more than 90% of all Raptor shares on issue and had acquired more than 75% of the Raptor shares it sought under the takeover. This level of control entitles the company to proceed with compulsory acquisition of the remaining securities under the Corporations Act.
Any Raptor shares not acquired before the offer close will be acquired under the compulsory acquisition provisions on the same terms as the offer. Consideration for those shares will be paid by EMS to Raptor upon completion of the process, after which remaining shareholders will be required to claim their entitlement from Raptor.
The compulsory acquisition process is expected to take about four to six weeks from the date of the announcement, although the company noted the timeframe could extend in some circumstances.
EMS has lodged the required statutory notice of compulsory acquisition and will dispatch the documentation to Raptor shareholders who have not accepted the offer.
Board and management changes
A series of board and management changes have taken effect under the bid implementation agreement between EMS and Raptor.
Brett Wallace has been appointed managing director.
Adam Sierakowski has been appointed non-executive chair.
Ian White has transitioned from non-executive chair to non-executive director.
Gregory Starr and Mark Dugmore have resigned as non-executive directors.
Following the resignation of Ian Morgan as company secretary and chief financial officer, Amanda Wilton-Heald of Mining Corporate has been appointed company secretary and will oversee communications with the ASX in relation to listing rule matters.
Wallace will serve as managing director under a consultancy agreement between EMS and Spey Holdings Pty Ltd, an entity he controls. The agreement provides for an annual fee of A$250,000 (excluding GST) and may be terminated by either party with not less than 4 months’ written notice, subject to limited exceptions.