Xingye Gold Raises Takeover Offer to 15 Cents Per Share as Final Deadline for Far East Gold Bid Approaches

Final Offer Deadline and Conditional Price Increase Details

The bidder’s fourth supplementary statement confirms 29 July 2026 as the final deadline for Far East Gold shareholders to accept the takeover offer under current terms. Xingye Gold has structured the offer with a conditional price incentive: if its voting power exceeds 50% by the offer’s close, the price will increase from $0.13 to $0.15 cash per share, representing around a 15% uplift.

The statement also clarifies that if Xingye Gold’s voting power surpasses 50% within the last seven days of the offer period, the offer will automatically extend by 14 days to allow shareholders sufficient time to respond. This mechanism ensures all shareholders can benefit from the increased price if the threshold is reached.

Unconditional Offer Status and Current Voting Power

A key update is that the takeover offer is now unconditional. Under section 650F of the Corporations Act, Xingye Gold has formally notified that all conditions from section 10.3 of the original bidder’s statement have been removed. This eliminates dependencies on regulatory approvals, financing, or other contingencies, reducing uncertainty for shareholders.

As of 21 July 2026, the date of this fourth supplementary statement, Xingye Gold holds 33.90% voting power in Far East Gold. This is approximately 16% short of the majority needed to trigger the conditional price increase to 15 cents per share. Additional acceptances before the 7:00pm deadline on 29 July 2026 could bring the bidder closer to this threshold, potentially resulting in the higher offer price for all accepting shareholders.

Concerns Over Far East Gold’s Mining Approvals and Project Viability

Xingye Gold’s statement raises serious concerns about Far East Gold’s operational viability, noting the loss of the Wonogiri Mining Licence and a high risk of losing the Woyla Mining Contract. These issues threaten the company’s ability to continue mining operations and generate revenue from key projects, striking at the core of its business model and asset value.

The bidder further argues that the Wonogiri Gold Project is economically unviable, suggesting it would struggle to deliver returns even if approvals were restored. Far East Gold’s Independent Board Committee disputes these claims and recommends shareholders reject the offer. This disagreement highlights a critical area for investors to consider, including reviewing the independent valuation supporting the board’s recommendation.

Disputed Independent Valuation and Board’s Rejection Recommendation

The fourth supplementary statement challenges the independent valuation by Lonergan Edwards & Associates Limited, which underpins the Independent Board Committee’s recommendation to reject the offer. Xingye Gold contends this valuation overlooks the loss of the Wonogiri Mining Licence, the risk to the Woyla Mining Contract, and the economic non-viability of the Wonogiri Gold Project.

This dispute underscores a fundamental disagreement between the bidder and the target’s independent advisers regarding asset values and operational prospects. Shareholders have access to both valuations and should carefully evaluate the adequacy of the $0.13 base offer price, especially considering the conditional increase to $0.15 if 50% voting power is reached.

Insolvency Risks and Financial Deterioration

Xingye Gold’s statement outlines a troubling financial outlook for Far East Gold, asserting the company is nearing insolvency. Key factors include a rapidly declining cash balance, ongoing transaction costs related to the takeover defense, unpaid rent and late payment liabilities on the Woyla and Idenburg properties, and an inability to secure funding.

The combination of shrinking cash reserves, mounting costs, outstanding obligations, and restricted capital access could lead to a liquidity crisis. This financial assessment is central to Xingye Gold’s argument that shareholders should accept the offer to avoid exposure to significant financial stress.

Management Credibility and Compliance Issues

Xingye Gold questions the credibility of Far East Gold’s management and certain directors based on three points: loss of project approvals, insolvency risk, and ongoing breaches of legal obligations. While the statement does not detail the nature of these alleged breaches, the bidder implies serious governance and compliance concerns.

Shareholders are advised to seek clarity on these allegations, any ASX disclosures, and remedial actions taken. These issues, combined with operational and financial challenges, form the basis of Xingye Gold’s position that current management is untrustworthy and that accepting the offer provides a viable exit.

Absence of Competing Offers and Limited Alternatives

The fourth supplementary statement emphasizes that Xingye Gold’s offer is the sole bid available to Far East Gold shareholders. The bidder asserts that the chance of a competing proposal emerging and succeeding is virtually nil, reflecting market conditions, lost mining approvals, and the target’s financial state.

This situation presents shareholders with a clear choice: accept the current offer at $0.13 or potentially $0.15 per share, or remain invested amid operational and financial risks. Shareholders should independently assess the competitive landscape and the bidder’s characterization.

Urgent Action Required Before Final Deadline

The statement stresses urgency, urging shareholders to accept before the 7:00pm Sydney time deadline on 29 July 2026. It highlights the opportunity to receive the conditional increased price of $0.15 per share if sufficient acceptances are obtained. Shareholders are encouraged to review all prior and current bidder’s statements carefully before deciding.

For assistance, shareholders can contact Boardroom, the offer administrator, at 1300 737 760 (within Australia) or +61 2 9290 9600 (international), Monday to Friday, 9:00am to 5:00pm Sydney time. The bidder recommends consulting financial, legal, or professional advisers if uncertain about the offer.

Regulatory Timeline and Key Dates

This fourth supplementary bidder’s statement was lodged with ASIC and ASX on 21 July 2026, marking the final regulatory update in the takeover process. It supplements the original bidder’s statement dated 27 May 2026 and previous supplementary statements dated 30 June, 9 July, and 17 July 2026. These updates reflect evolving circumstances in the takeover bid.

The final offer deadline is fixed at 7:00pm Sydney time on 29 July 2026 unless the voting power threshold is breached within the last seven days, triggering a 14-day automatic extension. This extension ensures all shareholders have fair notice to participate at the higher price if the threshold is met. Shareholders have approximately one week from the statement date to evaluate the offer and respond.