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ANDROMEDA METALS LIMITED — M&A Activity 2021
Dec 7, 2021
64303_rns_2021-12-07_07cbd39f-6869-47c0-89ad-520c094dd195.pdf
M&A Activity
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8 December 2021
BY ELECTRONIC LODGEMENT
ASX Market Announcements Office ASX Limited Exchange Centre 20 Bridge Street SYDNEY NSW 2000
Dear Sir / Madam
Off–market takeover bid by Andromeda Metals Limited (ASX:ADN) to acquire all of the Shares in Minotaur Exploration Limited (ASX:MEP) (Offer)
We act for Andromeda Metals Limited ( Andromeda ).
Pursuant to item 8 of section 633(1) of the Corporations Act 2001 (Cth) ( Act ) we give notice that Andromeda has today completed sending its Bidder's Statement dated 3 December 2021 (incorporating an offer) to offerees in relation to the off-market takeover bid by Andromeda for all of the ordinary shares in Minotaur Exploration Limited, as required by item 6 of section 633(1) of the Act.
The Bidder's Statement has been made available to Minotaur shareholders electronically, through the provision of a letter postcard to the registered address of shareholders and to the email address of those shareholders who have elected to receive communications from Minotaur electronically, which provides details as to how the Bidder's Statement (and Target's Statement) may be accessed. This is in accordance with the relief provided by ASIC in instrument 21- 1000.
The Offer is dated 8 December 2021.
A copy of the letter postcard sent to Minotaur Shareholders accompanies this letter.
Yours faithfully MinterEllison
Andrew Corletto Partner
Andrew Corletto T: +61 8 8233 5420 [email protected] OUR REF: 1360569 enclosure
Level 10 Grenfell Centre 25 Grenfell Street Adelaide SA 5000 PO Box 1272 Adelaide SA 5001 Australia DX 131 Adelaide T +61 8 8233 5555 F +61 2 8233 5556 minterellison.com
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8 December 2021
RELEASE OF OFFER DOCUMENTS RELATING TO ANDROMEDA OFFERING MINOTAUR SHAREHOLDERS 1.15 NEW ANDROMEDA SHARES FOR EVERY 1 MINOTAUR SHARE HELD
On 10 November 2021, Andromeda Metals Limited ( Andromeda ) announced a conditional off-market takeover offer for all the shares in Minotaur Exploration Limited ( Minotaur ) for the proposed consideration of 1.15 ordinary shares in Andromeda for every one ordinary share in Minotaur ( Offer ). The Offer opened on 8 December 2021 and is scheduled to close on 31 January 2022, unless extended.
As previously announced on 3 December 2021, due to the COVID-19 pandemic and related issues with the posting of documents, ASIC has granted each of Andromeda and Minotaur relief from the usual requirement under the Corporations Act 2001 (Cth) to send the Offer Documents to Minotaur shareholders by post. Instead, shareholders will receive this letter via prepaid post or email, which contains details on how to access the Offer Documents.
Andromeda has now released its Bidder's Statement setting out the terms of the Offer and Minotaur its Target's Statement response. An electronic, searchable copy of each Offer document can be found through accessing the website established for hosting the Offer documents as set out below. Alternatively, if you wish to obtain a physical copy of the Bidder's Statement and/or the Target's Statement, you may do so by making a request in line with the instructions below.
| HOW TO ACCESS THE OFFER DOCUMENTS | HOW TO ACCESS THE OFFER DOCUMENTS |
|---|---|
| Online The Bidder's Statement and Target's Statement can be both accessed via the website below: www.andromedaoffer.com.au. |
Paper Request a copy of the Bidder's Statement and/or the Target's Statement from Offer information line free of charge on1300 395 837or+61 3 9415 4064 |
All Minotaur shareholders are encouraged to read each of the Bidder's Statement and the Target's Statement in detail and consider the Offer.
Additionally, all Minotaur shareholders are able to accept the Offer electronically via the link above, if they wish to do so.
Please refer to the Offer documents for further details.
Yours faithfully
Rhoderick Grivas Chairman Andromeda Metals Limited
Roger Higgins Chairman Minotaur Exploration Limited
Minotaur Exploration Ltd ACN 108 486 601 Level 1, 8 Beulah Road, Norwood, SA 5067 +61 8 8132 3400 [email protected]
Andromeda Metals Ltd ACN 061 503 375 69 King William Road, Unley, SA 5061 +61 8 8271 0600 [email protected]