Marmota Ltd (ASX:MEU) has made a formal fully funded $1.3 million offer to acquire Tyranna Resources Ltd's (ASX:TYX) Jumbuck Gold Project, which is immediately adjacent to Marmota ground in South Australia.
Marmota chairman Dr Colin Rose said: “The Jumbuck Gold Project is our immediate neighbour in the Gawler Craton.
"It is our backyard. It is where we do our gold exploration. Our exploration team know the ground.
"We believe that if anyone can make it work, Marmota can."
“Unequivocally superior offer”
The board of Marmota also notes that the terms of the Marmota offer are better for Tyranna shareholders than the previous offer from Syngas Limited.
Dr Rose added: "Marmota’s offer is unequivocally superior. We look forward to bringing Tyranna shareholders along with us, issuing free shares in Marmota to Tyranna shareholders, so that they too can potentially benefit from their prior investment.”
The Marmota offer exceeds the Syngas offer by 30%, it at least meets or exceeds the cash component, and it provides, over and above, continuity and upside reward for existing Tyranna shareholders to potentially benefit from their prior investment in the Jumbuck Project - on top of the cash payment of $1 million to the company - and to also benefit from Marmota’s existing discovery programs in both gold and uranium even if nothing material comes from the Jumbuck Project.
Commercial terms
The key commercial terms of the offer include consideration of $1.3 million, composed of a cash payment to Tyranna of $1 million, and an additional in-specie payment of $300,000 worth of Marmota shares.
The shares will be issued directly to the shareholders of Tyranna as of the date of execution, and distributed pro rata to their shareholding in Tyranna.
By this method, the shareholders of Tyranna will continue to benefit in the asset, and potentially benefit from the future path of Marmota itself.
Upon formal agreement and execution by Tyranna, Marmota is ready to proceed with the cash component of $1 million immediately on transfer.
Offer fully funded
Marmota offer is fully funded, and not conditional on any capital raising.
The offer does not involve any significant ‘related party’ transactions and does not appear to be subject to ASX Listing Rule 11.4.
Marmota is also free of debt and has considerable experience and success in gold exploration.
Next steps
It is proposed that Marmota be granted 10 business days to conduct due diligence on the Jumbuck Gold Project.
Tyranna will also require a formal vote of approval by its shareholders to sign an agreement to dispose of the project.
Subject to these conditions and any other necessary clearances the parties shall enter into a definitive purchase agreement which will set out in detail the terms and conditions of the acquisition.