First Au has announced the proposed acquisition of Javelin Minerals through an all-scrip, off-market takeover offer, which would combine the companies’ respective gold projects in the Eastern Goldfields region of Western Australia.
The two companies have entered into a binding takeover implementation deed, with the deal recommended by Javelin’s board, subject to customary conditions including an assessment by an independent expert.
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Under the agreement, First Au’s Riverina East and Gimlet gold projects will be merged with Javelin’s Eureka and Coogee projects, all located near Kalgoorlie.
The enlarged group would hold total reported mineral resources of around 350,600oz of gold across the combined brownfield sites.
Under the terms of the offer, Javelin shareholders will receive 11.7647 newly issued First Au shares for each Javelin share.
If First Au completes the proposed 20:1 consolidation of its capital, this will equate to 0.5882 First Au shares per Javelin share.
Completion of the transaction would see Javelin shareholders hold approximately 48.7% of First Au, with First Au shareholders retaining 51.3%.
The Javelin board has unanimously recommended that shareholders accept the offer, subject to there being no superior proposal.
The transaction is conditional on a minimum acceptance of 50.1% from Javelin shareholders and other regulatory and operational criteria.
New First Au shares issued under the scheme to shareholders outside Australia and its territories will be sold by a nominee, with net proceeds forwarded to those shareholders.
First AU executive chairman Daniel Raihani said: “This transaction brings together two complementary Western Australian gold portfolios, experienced management teams and aligned shareholder bases under a single platform.
“The combined entity will hold a resource base of over 350,000oz of gold across Gimlet, Eureka and Coogee, supported by the exploration upside at Riverina East, providing a stronger foundation for value creation than either company could achieve independently.”
Hamilton Locke is advising First Au on legal matters related to the transaction, while Steinepreis Paganin is providing legal counsel to Javelin Minerals.
