The gold developer surged 56% higher to an intra-day high of 9.2 cents after advising of the proposal at a price of 11.4 cents per share.
Premium of around 93%
This represents a premium of around 93% to Capricorn’s closing share price on Friday, September 21, of 5.9 cents.
The proposal is subject to a number of conditions including a Capricorn Board recommendation along with the support of key Capricorn shareholders and the execution of a binding implementation agreement.
Regis confirmed in a statement that it has been in discussions with Capricorn and has put forward a confidential, indicative and incomplete proposal to acquire 100% of the issued and to be issued shares.
Number of conditions
It confirms that Capricorn’s Board would unanimously recommend the proposal and significant shareholders Nedlands Nominees Pty Ltd and Centrepeak Resources Group Pty had indicated their support.
However, the largest shareholder, Hawke’s Point, with an 18.9% interest, has not been prepared to support the proposal.
Regis is scheduled to meet representatives of Hawke’s Point in the coming week to determine whether it will be possible to secure support.
Regis stated: “Unless the support of Hawke’s Point can be obtained before the opening of the ASX on Wednesday, October 3, 2018, Regis reserves the right to terminate discussions regarding the potential acquisition of 100% of the issued and to be issued shares in Capricorn.
“Accordingly, there is no certainty that an agreement will be reached which will result in a binding offer being made to Capricorn shareholders.”
In a subsequent statement, Capricorn said: “While discussions are continuing, there is no certainty that an agreement will be reached at any future time which may be capable of being put to shareholders for consideration.
“In the event that any material development arises which warrants disclosure, the Board of Capricorn will update shareholders accordingly in compliance with continuous disclosure obligations.”
Capricorn is focused on the Karlawinda Gold Project in Western Australia’s Pilbara region for which a final investment decision is imminent.
Progress has been made on a number of important permitting and pre-development milestones.
The company has also executed an agreement with and paid a deposit to Fortescue Metals Group Limited (ASX:FMG) to secure accommodation camp and mining infrastructure facilities from the former BCI Nullagine project.