Zenith Minerals Director Stanley Macdonald Accepts Forrestania Resources Takeover Bid, Sells 4,094,470 Shares

Stanley Macdonald’s Director Interest Update and Share Disposal via Creekwood Nominees

Zenith Minerals Limited’s company update details a significant change in director Stanley Macdonald’s security holdings. On 14 July 2026, Macdonald disposed of 4,094,470 ordinary shares held indirectly through Creekwood Nominees Pty Ltd, a company where he holds a directorship. This nominee structure is a common arrangement in Australia where directors hold shares indirectly rather than in their own names.

The update clarifies that this disposal reflects Macdonald’s acceptance of Forrestania Resources Limited’s takeover offer. However, the disposal is conditional upon the offer becoming unconditional, meaning the transaction has been initiated but is not yet complete. Prior to this change, Macdonald held 4,094,470 ordinary shares indirectly along with multiple classes of performance rights, which remain outstanding after the share disposal.

Forrestania Resources’ Recommended Takeover Offer for Zenith Minerals at A$0.132 Per Share

The implied offer price disclosed is A$0.132 per Zenith Minerals share, consistent with the price announced during Forrestania Resources Limited’s recommended takeover bid. The update does not provide further details on the full terms or timetable for the offer to become unconditional.

This director share disposal as acceptance of the Forrestania offer, still conditional, is a key development for Zenith shareholders. A recommended takeover indicates the Zenith board supports the offer, lending it credibility. Shareholders should consult the bidder’s and target’s statements lodged with ASX for full offer details. The immediate impact on Zenith’s share price was not evident at the time of reporting.

Macdonald’s Remaining Holdings: 7 Million Performance Rights Across Five Classes

Following the disposal of ordinary shares, Stanley Macdonald retains an indirect interest in 7,000,000 performance rights, comprising 1,400,000 each of Class A, B, C, D, and E. Performance rights are equity incentives that typically vest upon meeting performance milestones and convert into ordinary shares. Specific vesting conditions for these classes were not disclosed in this update. Investors should refer to prior disclosures or the company’s remuneration report for details. The retention of these rights is notable amid the pending conditional takeover.

Implications of the Conditional Takeover Acceptance

The update highlights that Macdonald’s share disposal is conditional on the Forrestania offer becoming unconditional. Under Australian takeover regulations, offers usually include conditions such as minimum acceptance thresholds and regulatory approvals that must be fulfilled or waived before completion.

Therefore, the 4,094,470 shares tendered by Macdonald remain unsettled pending unconditional status. If the offer lapses, these shares may revert to his indirect holding. Investors should watch for further updates confirming satisfaction of conditions and the offer’s unconditional progression. No timetable was provided.

Zenith Minerals as Takeover Target: Background on Forrestania Resources Bid

Zenith Minerals Limited, listed on ASX under ticker ZNC, is an Australian mineral exploration company with projects across the country. The recommended takeover offer by Forrestania Resources Limited represents a major corporate event for shareholders. The Zenith board’s recommendation signals their view that the offer is in shareholders’ best interests.

Macdonald’s acceptance of the offer for his indirect shares aligns with the board’s position. Director acceptances during takeovers often indicate management’s support. Shareholders yet to evaluate the offer should review the target’s statement and seek independent advice. No additional operational or financial data was disclosed beyond the director’s interest change.

Regulatory Disclosure and Prior Notice Dates for Director Interest Changes

The last notice filed by Stanley Macdonald was dated 3 July 2026, with the current change on 14 July 2026. Under ASX Listing Rule 3.19A.2, directors must notify the exchange of any changes to their relevant interests to ensure market transparency.

The disclosure was made via Appendix 3Y, the prescribed form for director interest changes. The update confirms no trades occurred during a closed period requiring prior clearance, indicating compliance with Zenith’s securities trading policy. No changes to director interests in contracts were reported.

Performance Rights and Their Potential Impact on the Takeover Outcome

Macdonald’s 7 million performance rights remain outstanding after share disposal. Their treatment depends on Forrestania Resources’ offer terms and any agreements regarding unvested equity. In Australian takeovers, unvested rights may lapse, accelerate into shares for tender, or be retained under revised terms post-acquisition.

Specific arrangements for Macdonald’s Class A to E performance rights were not disclosed. Investors should consult the target’s statement and bidder communications for clarity.

Risks for Zenith Minerals Shareholders Amid the Takeover Process

Macdonald’s conditional acceptance highlights risks inherent in takeover offers, including the possibility the offer may not become unconditional. If conditions are unmet, tendered shares could revert to holders. Shareholders should weigh this uncertainty carefully.

Accepting at A$0.132 per share may forgo potential upside if competing bids emerge or prices rise. Declining the offer risks reduced liquidity if Forrestania gains control and pursues compulsory acquisition or delisting. Shareholders should seek independent financial and legal advice before acting.

Key Developments to Monitor as Forrestania Resources’ Offer Progresses

Investors should watch for announcements on the satisfaction or waiver of offer conditions, acceptance levels from other shareholders, and any required regulatory or court approvals. Additional Appendix 3Y filings from other directors may indicate further acceptances.

Further updates from Zenith Minerals or Forrestania Resources regarding offer progress, term changes, or extensions will be important. While the offer is recommended by Zenith’s board, shareholders must conduct due diligence and consult advisers before making decisions about their holdings.