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Hamilton Spectator
30-07-2025
- Business
- Hamilton Spectator
Quarterly Activities Report
for the three months ended 30 June 2025 (figures are unaudited and in A$ except where stated) TORONTO, July 29, 2025 (GLOBE NEWSWIRE) — June 2025 Quarter During the Quarter ending 30 June 2025 (June Quarter), Xanadu Mines Ltd (Xanadu or the Company) focused on strategic funding options to progress the Kharmagtai Copper and Gold Project (Kharmagtai). This resulted in an off-market takeover bid from Bastion Mining Pty Ltd (Bastion), which the Board recommended to shareholders. At the time of this report, Bastion has acquired a relevant interest exceeding 90% of Xanadu shares and issued a Notice of Compulsory Acquisition for all remaining shares outstanding1. Key Highlights: Executive Chairman & Managing Director, Colin Moorhead, said: 'The transaction with Bastion is an important milestone on the journey for both the Kharmagtai Project and for Xanadu. This event also successfully concludes the company strategy to deliver a liquidity event for Xanadu shareholders to unlock value from the Kharmagtai discovery. Given the scale and complexity of the project, the challenging jurisdiction, and the added complexity of a 50:50 JV with a Chinese partner, I am very proud of this achievement and thank the team for their efforts, and shareholders for their support. Looking forward, I expect Kharmagtai to be the next major mine to be built in Mongolia and an important producer of copper to the world. We wish Bastion and Zijin both success in moving this project rapidly to production.' Corporate Transaction On 7 April 2025, the Company undertook an exclusivity arrangement with its major shareholder and joint venture partner Zijin Mining Group Co. Ltd (Zijin), to allow the parties to discuss a range of potential corporate transactions11. This arrangement also extended the term of the potential option to allow the Company to dispose of a 25% interest in Khuiten Metals Pte Ltd (25% Put Option). Following substantive discussions with Zijin, on 5 May 2025 Xanadu reported that the parties had been unable to finalise a control transaction within the exclusivity period and that the Company would recommence discussions with other interested parties12. The 25% Put Option was subsequently withdrawn from the resolutions at the proposed Extraordinary General Meeting (EGM) scheduled for 4 June 2025 and the meeting was cancelled13. On 19 May 2025, the Company announced that it had entered into a Bid Implementation Agreement with Bastion Mining Pte Ltd (Bastion) under which Bastion made an off-market takeover offer to acquire all the fully paid, ordinary shares issued in Xanadu (Xanadu Shares) which Bastion did not already own, at a price of A$0.08 cash per Xanadu Share (Offer) 14 15 16 17 18 19. The Offer was made by Bastion, which represents a consortium of Boroo Pte Ltd (Boroo) and Xanadu Director Ganbayar Lkhagvasuren (together, the Bid Sponsors). Boroo is a private Singapore-incorporated entity which invests in major gold projects internationally. Boroo key assets include Lagunas Norte, a producing gold mine in Peru and a portfolio of development-stage projects in South America. Boroo has guaranteed Bastion's obligations as bidder under the Bid Implementation Agreement. In the Bastion Bidders Statement20, the bidder cited the significant premium to historic market prices for Xanadu shares and the substantial value of the offer at A$160 million for Xanadu Mines, at the high end of the valuation prepared by BDO. The Bidders Statement also noted the removal of exposure to risks associated to being invested in a Company with a non-operating minority join partner, and associated development risks. Xanadu's Takeover Board Committee21, together with Xanadu's legal and financial advisers, carefully considered the Offer. The Takeover Board Committee Directors unanimously recommended that Xanadu shareholders ACCEPT the Offer in the absence of a superior proposal and subject to the Independent Expert concluding (and continuing to conclude) that the Offer is fair and reasonable. The Board noted in its Target's Statement22 that Bastion's Offer has been made following the hard work and success of the Xanadu team in advancing the Kharmagtai Copper-Gold Project (Kharmagtai) over the last 5 years. The release of the Pre-Feasibility Study (PFS) in October 2024 and declaration of a maiden ore reserve was a significant milestone for the Company and confirmed the potential of Kharmagtai as a globally significant, long life, low cost and low risk future copper-gold mine. As the next step for Xanadu, through its Bidder's Statement, Bastion indicated an intent to delist Xanadu from both ASX and TSX exchanges should it reach a relevant interest of more than 75%. Bastion further indicated its intent to acquire all remaining shares in Xanadu via compulsory acquisition, should it reach an interest of more than 90%. As the next phase for Kharmagtai is to secure the project's permitting and Mongolian investment agreement pathway. In that regard, Boroo's considerable in-country experience will be invaluable for driving the engagement process, making Bastion a natural choice as the new owner of Xanadu and partner to Zijin Mining Group Co. Ltd (Zijin). With Zijin now responsible for the operatorship of Kharmagtai and, recognising Xanadu's profile as an exploration-focused company with limited balance sheet strength to fund its share of the very significant capital required to progress development of the project, the Takeover Board Committee noted that it considers that now is the appropriate time to provide a liquidity event for Xanadu Shareholders. Subsequent to the quarter, Bastion gave notice that it had extended its Offer23 to now close at 7pm Sydney time on 5 August 2025 (unless further extended or withdrawn). The Takeover Board Committee reiterated its unanimous recommendation that Xanadu Shareholders ACCEPT the Offer as soon as practicable (in the absence of a superior proposal and subject to the Independent Expert continuing to conclude that the Offer is fair and reasonable). This recommendation outlined the potential risks to liquidity and value of shares held if the Offer closes and Bastion is not entitled to proceed to the compulsory acquisition. On 25 July, Bastion announced that following acceptances of its Offer to date, it held relevant interest greater than 90% of Xanadu shares and issued a Notice of Compulsory Acquisition for the remaining shares outstanding24. Operations During the quarter, Xanadu maintained its three projects at operational care & maintenance status, which included Kharmagtai (operated by Zijin), the Red Mountain Copper-Gold Project, and the Sant Tolgoi Copper-Nickel Project. At Kharmagtai, technical discussions continued in preparation for the Bankable Feasibility Study (BFS), and both local community and regulatory engagement programs continued as planned. No exploration activity was undertaken during the quarter. Figure 1: Location of Xanadu Projects in Mongolia Financial and Corporate Capital Structure On 30 June 2025, the Company had 2,291,211,189 fully paid ordinary shares on issue and approximately A$18.532 million in cash. During the Quarter, the Company advised that 92,184,000 fully paid ordinary shares were issued to exercising option holders or their nominees following a Change of Control event which resulted in the waiving of all Vesting and Restriction conditions in accordance with the terms of the options issue25. Equity Funding Arrangements To assist Xanadu in meeting its corporate and joint venture funding obligations during the Offer period, Bastion and Xanadu entered into a share subscription agreement under which Bastion agreed to subscribe for 286,829,633 Xanadu Shares at an issue price of A$0.06 per share.26 The issue of the Subscription Shares took place on 26 May 2025 and were issued under Xanadu's available placement capacity pursuant to ASX Listing Rule 7.1.27 Xanadu received a cash sum of A$17.2 million for the Subscription Shares; and immediately following settlement, Bastion held a relevant interest in 13.04% of Xanadu Shares. Shareholder Meetings An Extraordinary General Meeting (EGM) was scheduled for 11 April 2025 to vote on the exercise of the 25% put option in respect of Khuiten Metals Pte Ltd and to ratify prior issue of shares. The put option resolution was withdrawn after announcement of exclusivity arrangements with Zijin and extension of the put option exercise period.28 The Annual General Meeting (AGM) was held on 22 May 2025, with all resolutions approved by shareholders.29 A second EGM was scheduled for 4 June 2025 to vote on the 25% put option, after conclusion of the exclusivity period with Zijin. This resolution was withdrawn and the EGM was cancelled after completion of the equity placement to Bastion and commencement of the off-market takeover bid period.30 Director Resignation Subsequent to the Quarter and following sale of Zijin shares into the Offer, Zijin's nominee Shaoyang Shen resigned from the Board of Xanadu.31 Note that Zijin retains its 50% shareholding in the Khuiten Metals Pte Ltd, the entity which controls Kharmagtai. ASX Announcements This June 2025 Quarterly Activities Report does not contain any information reported in accordance with the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code, 2012). About Xanadu Mines Xanadu is an ASX and TSX listed Exploration company operating in Mongolia. We give investors exposure to globally significant, large-scale copper-gold discoveries and low-cost inventory growth. Xanadu maintains a portfolio of exploration projects and remains one of the few junior explorers on the ASX or TSX who jointly control a globally significant copper-gold deposit in our flagship Kharmagtai project. For further information on Xanadu, please visit: or contact: This Announcement was authorised for release by Xanadu's Board of Directors. APPENDIX 1: STATEMENTS AND DISCLAIMERS MINERAL RESOURCES AND ORE RESERVES REPORTING REQUIREMENTS The JORC Code, 2012 sets out minimum standards, recommendations and guidelines for Public Reporting in Australasia of Exploration Results, Mineral Resources and Ore Reserves. The Information contained in this Announcement has been presented in accordance with the JORC Code, 2012. MINERAL RESOURCES AND ORE RESERVES Mineral Resource Estimates for Kharmagtai were updated during the September 2024 Quarter – please refer to the relevant ASX/TSX Announcement for details32 A Maiden Ore Reserve Estimate was reported in the same Announcement. MINING ACTIVITIES There were no mine production or development activities during the June 2025 Quarter. LIST OF TENEMENTS Xanadu held licenses for the following tenements during the June 2025 Quarter. No new farm-in or farm-out agreements were entered into during the quarter. COMPETENT PERSON STATEMENTS The information in this announcement that relates to Mineral Resources is based on information compiled by Mr Robert Spiers, who is responsible for the Mineral Resource Estimate. Mr Spiers is a full time Principal Geologist employed by Spiers Geological Consultants (SGC) and is a Member of the Australian Institute of Geoscientists. He has sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity he is undertaking to qualify as the Qualified Person as defined in the CIM Guidelines and National Instrument 43-101 and as a Competent Person under JORC Code, 2012. Mr Spiers consents to the inclusion in the report of the matters based on this information in the form and context in which it appears. The information in this announcement that relates to exploration results is based on information compiled by Dr Andrew Stewart, who is responsible for the exploration data, comments on exploration target sizes, QA/QC and geological interpretation and information. Australasian Institute of Geoscientists and is a Member of the Australasian Institute of Geoscientists, has sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity he is undertaking to qualify as the Competent Person as defined in the JORC Code, 2012 and the National Instrument 43-101 . Dr Stewart consents to the inclusion in the report of the matters based on this information in the form and context in which it appears. RELATED PARTIES As set out in section 6.1 of the attached Appendix 5B, Mining exploration entity or oil and gas exploration entity quarterly cash flow report , payments made to related parties and their associates was approx. $844,173 in the June 2025 Quarter. The amounts relate to salary, superannuation and bonus payments to Directors; legal fees paid to HopgoodGanim Lawyers (a company associated with Xanadu Non-Executive Director Michele Muscillo) for legal services including support to the merger & acquisition activity; rent paid to Xanadu Executive Director Ganbayar Lkhagvasuren in relation to Xanadu's Ulaanbaatar office; and rent fees paid to Colin Moorhead & Associates (a company associated with Xanadu's Executive Chairman and Managing Director, Colin Moorhead) in relation to a share of Xanadu's Melbourne office. COPPER EQUIVALENT CALCULATIONS The copper equivalent (eCu, CuEq) calculation represents the total metal value for each metal, multiplied by the conversion factor, summed and expressed in equivalent copper percentage with a metallurgical recovery factor applied. Copper equivalent grade values were calculated using the formula: CuEq = Cu + Au * 0.60049 * 0.86667. Where Cu - copper grade (%); Au - gold grade (g/t); 0.60049 - conversion factor (gold to copper); 0.86667 - relative recovery of gold to copper (86.67%). The copper equivalent formula was based on the following parameters (prices are in USD): Copper price 3.4 $/lb; Gold price 1400 $/oz; Copper recovery 90%; Gold recovery 78%; Relative recovery of gold to copper = 78% / 90% = 86.67%. FORWARD‐LOOKING STATEMENTS Certain statements contained in this Announcement, including information as to the future financial or operating performance of Xanadu and its projects may also include statements which are 'forward‐looking statements' that may include, amongst other things, statements regarding targets, estimates and assumptions in respect of mineral reserves and mineral resources and anticipated grades and recovery rates, production and prices, recovery costs and results, capital expenditures and are or may be based on assumptions and estimates related to future technical, economic, market, political, social and other conditions. These 'forward-looking statements' are necessarily based upon a number of estimates and assumptions that, while considered reasonable by Xanadu, are inherently subject to significant technical, business, economic, competitive, political and social uncertainties and contingencies and involve known and unknown risks and uncertainties that could cause actual events or results to differ materially from estimated or anticipated events or results reflected in such forward‐looking statements. Xanadu disclaims any intent or obligation to update publicly or release any revisions to any forward‐looking statements, whether a result of new information, future events, circumstances or results or otherwise after the date of this Announcement or to reflect the occurrence of unanticipated events, other than required by the Corporations Act 2001 (Cth) and the Listing Rules of the Australian Securities Exchange (ASX) and Toronto Stock Exchange (TSX). The words 'believe', 'expect', 'anticipate', 'indicate', 'contemplate', 'target', 'plan', 'intends', 'continue', 'budget', 'estimate', 'may', 'will', 'schedule' and similar expressions identify forward‐looking statements. All 'forward‐looking statements' made in this Announcement are qualified by the foregoing cautionary statements. Investors are cautioned that 'forward‐looking statements' are not guarantee of future performance and accordingly investors are cautioned not to put undue reliance on 'forward‐looking statements' due to the inherent uncertainty therein. For further information, please visit the Xanadu Mines web site . Appendix 5B Mining exploration entity or oil and gas exploration entity quarterly cash flow report Compliance statement 1 This statement has been prepared in accordance with accounting standards and policies which comply with Listing Rule 19.11A. 2 This statement gives a true and fair view of the matters disclosed. Date: 29 July 2025 Authorised by the Board (Name of body or officer authorising release – see note 4) 1 ASX/TSX Announcement 25 July 2025 – Notice of Compulsory Acquisition 2 ASX/TSX Announcement 7 April 2025 – EGM Update, Exclusivity Arrangements with Zijin 3 ASX/TSX Announcement 5 May 2025 – Update to Zijin Put Option and Exclusivity Arrangements 4 ASX/TSX Announcement 19 May 2025 – Recommended A$0.08 Per Share Cash Offer 5 ASX/TSX Announcement 26 May 2025 – Withdrawal of Put Option and Cancellation of EGM 6 ASX/TSX Announcement 24 June 2025 – Takeover Offer for Xanadu Declared Unconditional 7 ASX/TSX Announcement 8 July 2025 – Acceptance Update 8 ASX/TSX Announcement 25 July 2025 – Notice of Compulsory Acquisition 9 ASX/TSX Announcement 24 July 2025 – Takeover Offer for Xanadu – Extension of the Offer Period 10 ASX/TSX Announcement 11 July 2025 – Non-Executive Director Resignation Shaoyang Shen 11 ASX/TSX Announcement 7 April 2025 – EGM Update – Exclusivity Arrangements with Zijin 12 ASX/TSX Announcement 5 May 2025 – Update to Zijin Put Option and Exclusivity Arrangements 13 ASX/TSX Announcement 26 May 2025 - Withdrawal of Put Option Resolution and Cancellation of EGM 14 ASX/TSX Announcement 19 May 2025 – Recommended A$0.08 Per Share Cash Offer 15 ASX/TSX Announcement 27 May 2025 – Bidder's Statement – Bastion Mining Pte Ltd 16 ASX/TSX Announcement 27 May 2025 – Target's Statement – Accept Bastion Takeover Offer 17 ASX/TSX Announcement 17 June 2025 – Material Update on Off-Market Takeover Offer – Acceptance by Zijin Mining Group 18 ASX/TSX Announcement 24 June 2025 – Takeover Offer for Xanadu declared Unconditional 19 ASX/TSX Announcement 24 June 2025 – Supplementary Target's Statement 20 ASX/TSX Announcement 27 May 2025 – Bidder's Statement – Bstion Mining Pte Ltd 21 The Takeover Board Committee comprises all Xanadu Directors as at the date of this announcement other than Ganbayar Lkhagvasuren and Zijin's representative, Shaoyang Shen. 22 ASX/TSX Announcement 27 May 2025 – Target's Statement – Accept Bastion Takeover Offer 23 ASX/TSX Announcement 24 July 2025 – Takeover Offer for Xanadu – Extension of the Offer Period 24 ASX/TSX Announcement 25 July 2025 – Notice of Compulsory Acquisition 25 ASX/TSX Announcement 20 May 2025 – Cleansing Notice 26 ASX/TSX Announcement 19 May 2025 – Recommended A$0.08 per share cash offer 27 ASX/TSX Announcement 26 May 2025 – Application for Quotation of Securities 28 ASX/TSX Announcement 7 April 2025 – Update on Extraordinary General Meeting – Extension of Zijin Put Option and Exclusivity Arrangements 29 ASX/TSX Announcement 22 May 2025 – Results of Annual General Meeting 30 ASX/TSX Announcement 26 May 2025 – Withdrawal of Put Option Resolution and Cancellation of EGM 31 ASX/TSX Announcement 11 July 2025 – Non-Executive Director Resignation Shaoyang Shen 32 ASX/TSX Announcement 14 October 2024 – Kharmagtai Maiden Ore Reserve, Updated Mineral Resource 33 Currently earning into 51% equity in Sant Tolgoi project by spending US$1M over 24 months commencing 22 January 2024 34 ASX/TSX Announcement 22 January 2024 – Xanadu Enters into New Magmatic Copper and Nickel Sulphide Project 35 38.25% represents 50% of Khuiten Metals via the Khuiten JV with Zijin. Khuiten Metals controls Kharmagtai and holds 76.5% of the Kharmagtai mining lease. A photo accompanying this announcement is available at .
Yahoo
20-05-2025
- Business
- Yahoo
Bastion proposes $102m takeover bid for Xanadu Mines
Bastion Mining, an Australian Securities Exchange (ASX)-listed exploration company, has entered into a bid implementation agreement with Mongolia-based mining company Xanadu Mines to make an off-market takeover bid. Under the agreement, Bastion will offer to acquire all the fully paid, ordinary shares issued in Xanadu at A$0.08 per share. The proposal values Xanadu's total equity at A$160m ($102.4m), not taking into account the planned issuance of shares to Bastion. Bastion represents a consortium including Boroo, a private Singapore-incorporated entity, and Xanadu director Ganbayar Lkhagvasuren. Xanadu's Takeover Board Committee, after careful consideration with advisers, has endorsed the offer, suggesting that shareholders accept it unless a better proposal emerges. The offer hinges on Bastion securing a minimum 50.1% interest in Xanadu and is subject to several conditions outlined in the bid implementation agreement. To support Xanadu during the offer period, Bastion has agreed to a share subscription agreement for an additional 286.8 million Xanadu shares at A$0.06 each. This agreement, set to complete on 26 May 2025, will result in a A$17.2m cash injection for Xanadu and increase Bastion's stake in the company. Xanadu executive chairman and managing director Colin Moorhead said: "The proposed acquisition of Xanadu by Bastion is aligned with the company's strategy of generating returns for shareholders and also providing a liquidity event. Bastion's offer provides Xanadu shareholders with an attractive premium, which recognises the company's inherent value and considerable achievements in progressing the Kharmagtai copper-gold project. 'The Takeover Board Committee Directors consider the offer to be in the best interest of shareholders and unanimously recommend that shareholders accept the offer in the absence of a superior proposal and subject to the Independent Expert concluding (and continuing to conclude) that the Offer is fair and reasonable." During the offer period, Xanadu is obligated to refrain from exercising any of the put options outlined in the joint venture (JV) shareholders' agreement. These put options, if utilised, would require Jinping (Singapore) Mining to purchase a 25% or 50% stake in Xanadu's ownership of Khuiten Metals. The JV shareholders' agreement dated 21 December 2022 between Target, Jinping Mining and Khuiten Metals established an incorporated JV for the Kharmagtai project. Lkhagvasuren said: "Together with my partners at Boroo, I am pleased to be making this supported offer to Xanadu shareholders. The Bastion offer provides Xanadu shareholders with the certainty of cash at a significant premium to Xanadu's share price, against a market backdrop of considerable uncertainty. 'Bastion is ideally positioned to advance Kharmagtai to the next stage of development with the benefit of Boroo's experience in acquiring, financing and developing mining operations in Mongolia." In July 2024, Bastion Minerals entered an agreement to purchase three copper projects in Canada. "Bastion proposes $102m takeover bid for Xanadu Mines" was originally created and published by Mining Technology, a GlobalData owned brand. The information on this site has been included in good faith for general informational purposes only. It is not intended to amount to advice on which you should rely, and we give no representation, warranty or guarantee, whether express or implied as to its accuracy or completeness. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site. Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Hamilton Spectator
19-05-2025
- Business
- Hamilton Spectator
Recommended A$0.08 Per Share Cash Offer
TORONTO, May 19, 2025 (GLOBE NEWSWIRE) — Xanadu Mines Ltd (ASX:XAM, TSX:XAM) (Xanadu or the Company) and Bastion Mining Pte Ltd (Bastion) are pleased to announce that they have entered into a Bid Implementation Agreement on 19 May 2025 under which Bastion will make an off-market takeover offer to acquire all the fully paid, ordinary shares issued in Xanadu (Xanadu Shares) which Bastion does not already own, at a price of A$0.08 cash per Xanadu Share (Offer). A copy of the Bid Implementation Agreement is attached as Annexure A to this announcement. The Offer is made by Bastion, which represents a consortium of Boroo Pte Ltd (Boroo) and Xanadu Director Ganbayar Lkhagvasuren (together, the Bid Sponsors). Boroo is a private Singapore-incorporated entity which invests in major gold projects internationally. Boroo key assets include Lagunas Norte, a producing gold mine in Peru and a portfolio of development-stage projects in South America. Boroo has guaranteed Bastion's obligations as bidder under the Bid Implementation Agreement. Xanadu's Takeover Board Committee1, together with Xanadu's legal and financial advisers, have carefully considered the Offer. The Takeover Board Committee Directors unanimously recommend that Xanadu shareholders ACCEPT the Offer in the absence of a superior proposal and subject to the Independent Expert concluding (and continuing to conclude) that the Offer is fair and reasonable. Xanadu Executive Chairman and Managing Director, Mr Colin Moorhead, said: 'The proposed acquisition of Xanadu by Bastion is aligned with the Company's strategy of generating returns for shareholders and also providing a liquidity event. Bastion's Offer provides Xanadu shareholders with an attractive premium, which recognizes the Company's inherent value and considerable achievements in progressing the Kharmagtai Copper-Gold Project. The Takeover Board Committee Directors consider the Offer to be in the best interest of shareholders and unanimously recommend that shareholders accept the Offer in the absence of a superior proposal and subject to the Independent Expert concluding (and continuing to conclude) that the Offer is fair and reasonable.' Mr. Ganbayar Lkhagvasuren, on behalf of Bastion, said: 'Together with my partners at Boroo, I am pleased to be making this supported Offer to Xanadu shareholders. The Bastion Offer provides Xanadu shareholders with the certainty of cash at a significant premium to Xanadu's share price, against a market backdrop of considerable uncertainty. Bastion is ideally positioned to advance Kharmagtai to the next stage of development with the benefit of Boroo's experience in acquiring, financing and developing mining operations in Mongolia.' Highlights Details of the Offer The Offer will be made by Bastion on behalf of the Bid Sponsors. The Offer price will be A$0.08 cash per Xanadu Share, which represents a premium of: Support from Takeover Board Committee and Major Shareholder Xanadu is pleased to advise that its largest independent shareholder, CAAF Ltd, has confirmed its intention to accept the Offer in the absence of a superior proposal and subject to the Independent Expert concluding that the Offer is fair and reasonable. CAAF Ltd holds a relevant interest in 11.85% of Xanadu's undiluted shares. Xanadu's Takeover Board Committee Directors: in each case in the absence of a superior proposal and subject to the Independent Expert concluding (and continuing to conclude) that the Offer is fair and reasonable. Bid Implementation Agreement Under a Bid Implementation Agreement dated 19 May 2025 (BIA), Xanadu and Bastion have given undertakings to each other to facilitate the Offer. The Offer is subject to a limited number of conditions as noted below. Bastion has committed to declare the Offer unconditional upon achieving a relevant interest in the Company of 50.1%. The BIA also contains terms usual for a transaction of this nature, including customary exclusivity arrangements such as 'no shop', 'no talk' and 'no due diligence' restrictions as well as a right for Bastion to match any competing proposal. A break fee or a reverse break fee may also be payable in certain circumstances. Details of the key terms and conditions of the Offer are set out in the attached BIA. Full details of the Offer will be set out in Xanadu's Target's Statement (which will enclose a copy of the Independent Expert's Report). Equity Funding Arrangements To assist Xanadu in meeting its corporate and joint venture funding obligations during the Offer period, Bastion and Xanadu have entered into a share subscription agreement (Subscription Agreement) under which Bastion has agreed to subscribe for 286,829,633 Xanadu Shares at an issue price of A$0.06 per share (Subscription Shares). The issue of the Subscription Shares is expected to occur on 26 May 2025 (Settlement Date), unless the Subscription Agreement is terminated prior to completion. In particular, if a competing proposal is received prior to the Settlement Date and Xanadu either (1) does not confirm that the competing proposal is not a superior proposal in accordance with the BIA, or (2) fails to recommend that shareholders reject the competing proposal, Bastion may elect to terminate the Subscription Agreement in which case the subscription will not occur. If completion of the Subscription Agreement occurs as intended: Withdrawal of the 25% Put Option Resolution Currently, an extraordinary general meeting of members is scheduled to be held on 4 June 2025 at which members will be asked to consider and approve a resolution authorising Xanadu to exercise the put option which requires Jinping to acquire 25% of Xanadu's shareholding in Khuiten Metals (Put Option Resolution). However, in light of the Offer and the funding to be received by Xanadu upon issue of the Subscription Shares, the Takeover Board Committee has committed to withdraw the Put Option Resolution following successful completion of the equity funding arrangements under the Subscription Agreement. Indicative Timetable Further details regarding the Offer and Takeover Board Committee's recommendation will be outlined in Bastion's Bidder's Statement and Xanadu's Target's Statement, which are expected to be despatched to Xanadu Shareholders on or about 28 May 2025, following completion of the equity funding arrangement under the Subscription Agreement. Once the Bidder's Statement has been despatched, the Offer will open for acceptance. The Offer will initially remain open for a minimum period of one month. The Bidder's Statement and the Target's Statement will set out important information, including the Independent Expert's Report (with detail supporting the conclusion of the Independent Expert), how to accept the Offer, and the key reasons why Xanadu shareholders should accept the Offer. An indicative timetable for the Offer is set out below. Advisers Xanadu has appointed Jefferies (Australia) as its financial adviser, HopgoodGanim Lawyers as its Australian legal adviser and Bennett Jones LLP as its Canadian legal adviser. Bastion has appointed CIBC Capital Markets and Cormark Securities Inc. as its financial advisers, Allens as its Australian legal adviser and Stikeman Elliott as its Canadian legal adviser. Further Information The Xanadu Takeover Board Committee will keep shareholders informed of any material developments relating to the Offer in accordance with continuous disclosure requirements. Until then, there is no need for Xanadu shareholders to take any action. About Xanadu Mines Xanadu is an ASX and TSX listed Exploration company operating in Mongolia. We give investors exposure to globally significant, large-scale copper-gold discoveries and low-cost inventory growth. Xanadu maintains a portfolio of exploration projects and remains one of the few junior explorers on the ASX or TSX who jointly control a globally significant copper-gold deposit in our flagship Kharmagtai project together with our 50-50 JV partner Zijin Mining Group. For further information on Xanadu, please visit: or contact: This Announcement was authorised for release by Xanadu's Takeover Board Committee. Forward-Looking Statements Certain statements contained in this Announcement, including information as to the future financial or operating performance of Xanadu and its projects may also include statements which are 'forward‐looking statements' that may include, amongst other things, statements regarding targets, estimates and assumptions in respect of mineral reserves and mineral resources and anticipated grades and recovery rates, production and prices, recovery costs and results, capital expenditures and are or may be based on assumptions and estimates related to future technical, economic, market, political, social and other conditions. These 'forward-looking statements' are necessarily based upon a number of estimates and assumptions that, while considered reasonable by Xanadu, are inherently subject to significant technical, business, economic, competitive, political and social uncertainties and contingencies and involve known and unknown risks and uncertainties that could cause actual events or results to differ materially from estimated or anticipated events or results reflected in such forward‐looking statements. Xanadu disclaims any intent or obligation to update publicly or release any revisions to any forward‐looking statements, whether as a result of new information, future events, circumstances or results or otherwise after the date of this Announcement or to reflect the occurrence of unanticipated events, other than required by the Corporations Act 2001 (Cth) and the Listing Rules of the Australian Securities Exchange (ASX) and Toronto Stock Exchange (TSX). The words 'believe', 'expect', 'anticipate', 'indicate', 'contemplate', 'target', 'plan', 'intends', 'continue', 'budget', 'estimate', 'may', 'will', 'schedule' and similar expressions identify forward‐looking statements. All 'forward‐looking statements' made in this Announcement are qualified by the foregoing cautionary statements. Investors are cautioned that 'forward‐looking statements' are not guarantee of future performance and accordingly investors are cautioned not to put undue reliance on 'forward‐looking statements' due to the inherent uncertainty therein. For further information please visit the Xanadu Mines' Website at . ___________________________ 1 The Takeover Board Committee comprises all Xanadu Directors as at the date of this announcement other than Ganbayar Lkhagvasuren and Zijin's representative, Shaoyang Shen. 2 As at the date of this announcement, Colin Moorhead owns or controls 22,920,000 Xanadu Shares (representing approximately 1.20% of the Xanadu Shares on issue), Michele Muscillo owns or controls 9,059,981 Xanadu Shares (representing approximately 0.47% of the Xanadu Shares on issue), and Tony Pearson owns or controls 3,600,555 Xanadu Shares (representing approximately 0.19% of the Xanadu Shares on issue). 3 The Joint Venture Shareholders' Agreement dated 21 December 2022 between the Target, Jinping (Singapore) Mining Pte. Ltd and Khuiten Metals Pte Ltd establishing an incorporated joint venture in connection with the Kharmagtai Project.
Yahoo
19-05-2025
- Business
- Yahoo
Recommended A$0.08 Per Share Cash Offer
TORONTO, May 19, 2025 (GLOBE NEWSWIRE) -- Xanadu Mines Ltd (ASX:XAM, TSX:XAM) (Xanadu or the Company) and Bastion Mining Pte Ltd (Bastion) are pleased to announce that they have entered into a Bid Implementation Agreement on 19 May 2025 under which Bastion will make an off-market takeover offer to acquire all the fully paid, ordinary shares issued in Xanadu (Xanadu Shares) which Bastion does not already own, at a price of A$0.08 cash per Xanadu Share (Offer). A copy of the Bid Implementation Agreement is attached as Annexure A to this announcement. The Offer is made by Bastion, which represents a consortium of Boroo Pte Ltd (Boroo) and Xanadu Director Ganbayar Lkhagvasuren (together, the Bid Sponsors). Boroo is a private Singapore-incorporated entity which invests in major gold projects internationally. Boroo key assets include Lagunas Norte, a producing gold mine in Peru and a portfolio of development-stage projects in South America. Boroo has guaranteed Bastion's obligations as bidder under the Bid Implementation Agreement. Xanadu's Takeover Board Committee1, together with Xanadu's legal and financial advisers, have carefully considered the Offer. The Takeover Board Committee Directors unanimously recommend that Xanadu shareholders ACCEPT the Offer in the absence of a superior proposal and subject to the Independent Expert concluding (and continuing to conclude) that the Offer is fair and reasonable. Xanadu Executive Chairman and Managing Director, Mr Colin Moorhead, said: "The proposed acquisition of Xanadu by Bastion is aligned with the Company's strategy of generating returns for shareholders and also providing a liquidity event. Bastion's Offer provides Xanadu shareholders with an attractive premium, which recognizes the Company's inherent value and considerable achievements in progressing the Kharmagtai Copper-Gold Project. The Takeover Board Committee Directors consider the Offer to be in the best interest of shareholders and unanimously recommend that shareholders accept the Offer in the absence of a superior proposal and subject to the Independent Expert concluding (and continuing to conclude) that the Offer is fair and reasonable." Mr. Ganbayar Lkhagvasuren, on behalf of Bastion, said: 'Together with my partners at Boroo, I am pleased to be making this supported Offer to Xanadu shareholders. The Bastion Offer provides Xanadu shareholders with the certainty of cash at a significant premium to Xanadu's share price, against a market backdrop of considerable uncertainty. Bastion is ideally positioned to advance Kharmagtai to the next stage of development with the benefit of Boroo's experience in acquiring, financing and developing mining operations in Mongolia." Highlights Bastion Mining Pte. Ltd. (Bastion) to make an agreed cash offer of A$0.08 per share for all the shares of Xanadu Mines Limited (Xanadu or the Company) it does not currently hold, via an off-market takeover (Offer). Offer price of A$0.08 cash per share, representing a 57% premium to Xanadu's closing price of A$0.051 per share on 16 May 2025. The Offer implies a total equity value for Xanadu of A$160 million, excluding the proposed share issue to Bastion. Bastion to subscribe for 286,829,633 shares in Xanadu at A$0.06 per share, representing an initial investment of A$17.2 million to fund the Company's share of joint venture cash calls, working capital and associated corporate costs during the Offer period. The Offer is subject to Bastion acquiring a minimum relevant interest in Xanadu of at least 50.1%, together with limited other conditions as contained in the attached Bid Implementation Agreement. Bastion has agreed that once it acquires a relevant interest in at least 50.1% of the shares in Xanadu that it will declare the Offer unconditional. Xanadu's Board has formed a sub-committee of independent directors (Takeover Board Committee) to consider the Offer. The Takeover Board Committee UNANIMOUSLY RECOMMENDS that SHAREHOLDERS ACCEPT THE OFFER, in the absence of a superior proposal and subject to the Independent Expert concluding (and continuing to conclude) that the Offer is fair and reasonable and, subject to those same qualifications, each member of the Takeover Board Committee, who together at the date of this announcement hold a relevant interest in the Company of 1.86%, intend to accept, or procure the acceptance of, the Offer in respect of all of the shares they respectively hold or control (including any shares that may be issued upon the vesting and exercise of any options during the period of the Offer). CAAF Ltd, Xanadu's largest independent shareholder who holds a relevant interest in the Company of 11.85%, has stated its intention to accept the Offer subject to the Bid Implementation Agreement not being terminated, in the absence of a superior proposal (as determined in their sole and absolute discretion) and subject to the Independent Expert concluding that the Offer is fair and reasonable (and such expert not changing or withdrawing that opinion). Xanadu will host a conference call at 12:00pm AEST on Wednesday, 21 May. To listen live, please click on the link below and register your details: Details of the Offer The Offer will be made by Bastion on behalf of the Bid Sponsors. The Offer price will be A$0.08 cash per Xanadu Share, which represents a premium of: 57% to Xanadu's last closing price of A$0.051 per share on 16 May 2025; 62% to Xanadu's 10-day volume weighted average price of A$0.049 per share up to and including 16 May 2025; 46% to Xanadu's 30-day volume weighted average price of A$0.055 per share up to and including 16 May 2025; and 52% to Xanadu's 90-day volume weighted average price of A$0.053 per share up to and including 16 May 2025. Support from Takeover Board Committee and Major Shareholder Xanadu is pleased to advise that its largest independent shareholder, CAAF Ltd, has confirmed its intention to accept the Offer in the absence of a superior proposal and subject to the Independent Expert concluding that the Offer is fair and reasonable. CAAF Ltd holds a relevant interest in 11.85% of Xanadu's undiluted shares. Xanadu's Takeover Board Committee Directors: Unanimously recommend that Xanadu shareholders ACCEPT the Offer; and Have each confirmed their intention to accept, or procure the acceptance of, the Offer in respect of all Xanadu Shares which they own or control (including any Xanadu Shares that may be issued upon the vesting and exercise of any options during the period of the Offer)2, in each case in the absence of a superior proposal and subject to the Independent Expert concluding (and continuing to conclude) that the Offer is fair and reasonable. Bid Implementation Agreement Under a Bid Implementation Agreement dated 19 May 2025 (BIA), Xanadu and Bastion have given undertakings to each other to facilitate the Offer. The Offer is subject to a limited number of conditions as noted below. Bastion obtaining a relevant interest in Xanadu of at least 50.1%. Until the end of the Offer period, Xanadu must not exercise either of the put options granted under the terms of the Joint Venture Shareholders' Agreement3 which, if exercised, would require Jinping (Singapore) Mining Pte. Ltd (Jinping) to acquire either 25% or 50% of Xanadu's shareholding in Khuiten Metals Pte Ltd (Khuiten Metals). No prescribed occurrence in relation to Xanadu. No material adverse change in relation to Xanadu. No government or regulatory action in consequence of, or in connection with, the Offer which adversely impacts the Offer (subject to certain carve outs). None of the warranties given by Xanadu become incorrect or untrue during the Offer period. Bastion has committed to declare the Offer unconditional upon achieving a relevant interest in the Company of 50.1%. The BIA also contains terms usual for a transaction of this nature, including customary exclusivity arrangements such as 'no shop', 'no talk' and 'no due diligence' restrictions as well as a right for Bastion to match any competing proposal. A break fee or a reverse break fee may also be payable in certain circumstances. Details of the key terms and conditions of the Offer are set out in the attached BIA. Full details of the Offer will be set out in Xanadu's Target's Statement (which will enclose a copy of the Independent Expert's Report). Equity Funding Arrangements To assist Xanadu in meeting its corporate and joint venture funding obligations during the Offer period, Bastion and Xanadu have entered into a share subscription agreement (Subscription Agreement) under which Bastion has agreed to subscribe for 286,829,633 Xanadu Shares at an issue price of A$0.06 per share (Subscription Shares). The issue of the Subscription Shares is expected to occur on 26 May 2025 (Settlement Date), unless the Subscription Agreement is terminated prior to completion. In particular, if a competing proposal is received prior to the Settlement Date and Xanadu either (1) does not confirm that the competing proposal is not a superior proposal in accordance with the BIA, or (2) fails to recommend that shareholders reject the competing proposal, Bastion may elect to terminate the Subscription Agreement in which case the subscription will not occur. If completion of the Subscription Agreement occurs as intended: the Subscription Shares will be issued under Xanadu's available placement capacity pursuant to ASX Listing Rule 7.1; Xanadu will receive a cash injection of A$17.2 million; and Immediately following settlement, Bastion will hold a relevant interest in 13.04% of Xanadu Shares. Withdrawal of the 25% Put Option Resolution Currently, an extraordinary general meeting of members is scheduled to be held on 4 June 2025 at which members will be asked to consider and approve a resolution authorising Xanadu to exercise the put option which requires Jinping to acquire 25% of Xanadu's shareholding in Khuiten Metals (Put Option Resolution). However, in light of the Offer and the funding to be received by Xanadu upon issue of the Subscription Shares, the Takeover Board Committee has committed to withdraw the Put Option Resolution following successful completion of the equity funding arrangements under the Subscription Agreement. Indicative Timetable Further details regarding the Offer and Takeover Board Committee's recommendation will be outlined in Bastion's Bidder's Statement and Xanadu's Target's Statement, which are expected to be despatched to Xanadu Shareholders on or about 28 May 2025, following completion of the equity funding arrangement under the Subscription Agreement. Once the Bidder's Statement has been despatched, the Offer will open for acceptance. The Offer will initially remain open for a minimum period of one month. The Bidder's Statement and the Target's Statement will set out important information, including the Independent Expert's Report (with detail supporting the conclusion of the Independent Expert), how to accept the Offer, and the key reasons why Xanadu shareholders should accept the Offer. An indicative timetable for the Offer is set out below. Event Date Announcement Date and release of Agreed Public Announcement on ASX 19 May 2025 (T) Completion of equity funding arrangement in accordance with, and subject to, the terms of the Subscription Agreement T+7 Days Bidder lodges Bidder's Statement with ASIC, serves it on Target and gives it to ASX T+8 Days Target lodges Target's Statement with ASIC, serves it on Bidder and gives it to ASX T+8 Days Bidder and Target despatch Bidder's Statement and Target's Statement to Target Shareholders in same mail-out T+9 Days Open of Offer Period T+9 Days Close of Offer Period unless extended by Bidder T+44 Days Advisers Xanadu has appointed Jefferies (Australia) as its financial adviser, HopgoodGanim Lawyers as its Australian legal adviser and Bennett Jones LLP as its Canadian legal adviser. Bastion has appointed CIBC Capital Markets and Cormark Securities Inc. as its financial advisers, Allens as its Australian legal adviser and Stikeman Elliott as its Canadian legal adviser. Further Information The Xanadu Takeover Board Committee will keep shareholders informed of any material developments relating to the Offer in accordance with continuous disclosure requirements. Until then, there is no need for Xanadu shareholders to take any action. About Xanadu Mines Xanadu is an ASX and TSX listed Exploration company operating in Mongolia. We give investors exposure to globally significant, large-scale copper-gold discoveries and low-cost inventory growth. Xanadu maintains a portfolio of exploration projects and remains one of the few junior explorers on the ASX or TSX who jointly control a globally significant copper-gold deposit in our flagship Kharmagtai project together with our 50-50 JV partner Zijin Mining Group. For further information on Xanadu, please visit: or contact: Colin MoorheadExecutive Chairman & Managing DirectorE: P: +61 2 8280 7497 Spencer ColeChief Financial & Development Officer E: This Announcement was authorised for release by Xanadu's Takeover Board Committee. Forward-Looking Statements Certain statements contained in this Announcement, including information as to the future financial or operating performance of Xanadu and its projects may also include statements which are 'forward‐looking statements' that may include, amongst other things, statements regarding targets, estimates and assumptions in respect of mineral reserves and mineral resources and anticipated grades and recovery rates, production and prices, recovery costs and results, capital expenditures and are or may be based on assumptions and estimates related to future technical, economic, market, political, social and other conditions. These 'forward-looking statements' are necessarily based upon a number of estimates and assumptions that, while considered reasonable by Xanadu, are inherently subject to significant technical, business, economic, competitive, political and social uncertainties and contingencies and involve known and unknown risks and uncertainties that could cause actual events or results to differ materially from estimated or anticipated events or results reflected in such forward‐looking statements. Xanadu disclaims any intent or obligation to update publicly or release any revisions to any forward‐looking statements, whether as a result of new information, future events, circumstances or results or otherwise after the date of this Announcement or to reflect the occurrence of unanticipated events, other than required by the Corporations Act 2001 (Cth) and the Listing Rules of the Australian Securities Exchange (ASX) and Toronto Stock Exchange (TSX). The words 'believe', 'expect', 'anticipate', 'indicate', 'contemplate', 'target', 'plan', 'intends', 'continue', 'budget', 'estimate', 'may', 'will', 'schedule' and similar expressions identify forward‐looking statements. All 'forward‐looking statements' made in this Announcement are qualified by the foregoing cautionary statements. Investors are cautioned that 'forward‐looking statements' are not guarantee of future performance and accordingly investors are cautioned not to put undue reliance on 'forward‐looking statements' due to the inherent uncertainty therein. For further information please visit the Xanadu Mines' Website at ___________________________1 The Takeover Board Committee comprises all Xanadu Directors as at the date of this announcement other than Ganbayar Lkhagvasuren and Zijin's representative, Shaoyang Shen.2 As at the date of this announcement, Colin Moorhead owns or controls 22,920,000 Xanadu Shares (representing approximately 1.20% of the Xanadu Shares on issue), Michele Muscillo owns or controls 9,059,981 Xanadu Shares (representing approximately 0.47% of the Xanadu Shares on issue), and Tony Pearson owns or controls 3,600,555 Xanadu Shares (representing approximately 0.19% of the Xanadu Shares on issue).3 The Joint Venture Shareholders' Agreement dated 21 December 2022 between the Target, Jinping (Singapore) Mining Pte. Ltd and Khuiten Metals Pte Ltd establishing an incorporated joint venture in connection with the Kharmagtai Project.
