Central Asia Metals plc has offered to acquire the outstanding shares that it does not own in its target acquisition New World Resources Ltd via a NWR board recommended off-market takeover bid.
MUTUAL
The Australian explorer owns the Antler copper project in Arizona, the 4,000-acre Javelin project near Antler and the Tererro copper-gold-zinc project in northern New Mexico.
Central signed a new deed of amendment to make the offer whereby it will pay NWR shareholders A$0.062 cash per NWR share, valuing NWR at approximately A$230 million.
Central said its offer matched that of NWR majority shareholder Kinterra Capital GP Corp, with a 19.16% interest in NWR, “on structure, price and conditions”.
The company’s offer also “provides transaction and funding certainty, and a simple cash exit for NWR shareholders”, with “no shop”, “no talk” and “no due diligence” restrictions.
The new agreement additionally sees Central and NWR mutually agreeing to terminate the proposed A$10m conditional equity placement.
The two companies have instead signed a non-binding term sheet whereby Central will provide, subject to various conditions, a US$6.5m unsecured loan facility to NWR.
Central expects its offer to be open for acceptances by mid-July.
The company currently owns approximately 12.1% of NWR’s issued share capital.
It noted that the threshold for any bidder to be entitled to proceed to compulsory acquisition is 90% or more.
Central’s producing and exploration assets are in Kazakhstan, North Macedonia and Scotland.