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Highlights:
- Astral offers 7.0 cents per share in an all-scrip takeover proposal for Maximus.
- The deal includes the acquisition of 19.99% of Maximus shares through separate share sale agreements with Beacon Minerals Limited and Mr. Colin Petroulas.
- Maximus shareholders would receive a significant premium on their current shares, with the offer price reflecting a 56% premium to the last closing price.
Astral Resources NL (ASX:AAR) has made a non-binding, indicative proposal to acquire all of the outstanding shares of Maximus Resources Limited (ASX:MXR) through an all-scrip, off-market takeover. The proposal, which offers 7.0 cents per share, represents a significant premium to Maximus' current share price. Although the Maximus Board has yet to make a final decision, it has agreed to progress negotiations and due diligence for the proposed transaction.
Astral's Proposal for Maximus
Astral Resources has submitted a proposal to acquire Maximus Resources for 7.0 cents per share, payable through an all-scrip takeover. This offer, which is non-binding at this stage, aims to bring together the mineral resources of both companies, with a combined resource inventory estimated at 1.8 million ounces of gold. The acquisition is also expected to increase share liquidity for Maximus shareholders and eliminate near-term capital-raising requirements.
The proposed 7.0 cents per share offer is seen as highly favorable for Maximus shareholders, providing a significant premium over the company’s recent trading prices. Specifically, the offer represents a:
- 56% premium to Maximus’ last closing price of $0.045 on 24 December 2024.
- 61% premium to its 30-day volume-weighted average price (VWAP) of $0.043.
- 43% premium to Maximus’ 12-month share price high of $0.049.
- 165% premium to its 12-month share price low of $0.026.
The offer also values Maximus at $91 per ounce based on its current JORC-compliant Mineral Resource Estimates.
Share Sale Agreements and Next Steps
In addition to the takeover offer, Astral has entered into two share sale agreements to acquire approximately 19.99% of Maximus shares. This transaction, conducted with Beacon Minerals Limited and Mr. Colin Petroulas, is structured as a share swap, with Astral issuing around 40.8 million shares in exchange for the 19.99% stake in Maximus.
The next steps for the proposed transaction depend on the completion of due diligence and the negotiation of a binding transaction implementation deed. Astral and Maximus have entered into an Exclusivity Deed, which grants Astral exclusive rights to negotiate with Maximus through to 31 January 2025, subject to certain fiduciary exceptions. The exclusivity agreement includes standard restrictions on Maximus, such as no shop or no talk provisions.
