Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

AURUM RESOURCES LIMITED M&A Activity 2024

Nov 21, 2024

64458_rns_2024-11-21_53b81a5d-719e-495b-bb65-5bc18437954f.pdf

M&A Activity

Open in viewer

Opens in your device viewer

==> picture [160 x 79] intentionally omitted <==

22 November 2024

TAKEOVER OFFER FOR MAKO GOLD LIMITED – SHARE OFFER UNCONDITIONAL AND STATUS OF OFFERS CONDITIONS

HIGHLIGHTS

  • Aurum declares its takeover offer for all the shares in Mako Gold Limited unconditional

  • Aurum currently has a relevant interest in Mako of 39.86%

  • The Share Offer and Option Offers are due to close at 7.00pm (Sydney time) on 4 December 2024

  • The Mako directors have unanimously recommended that Mako Shareholders and Mako Optionholders accept the Offers in the absence of a Superior Proposal and have already accepted into the Offers

  • Aurum urges all remaining Mako Shareholders and Mako Optionholders to accept the Offers without delay

OVERVIEW

Aurum Resources Limited ( ASX:AUE ) ( Aurum ) refers to its off-market takeover offer to acquire all of the ordinary shares ( Share Offer ) and certain options ( Option Offers ) in Mako Gold Limited ( ASX:MKG ) ( Mako ) pursuant to its bidder’s statement dated 30 October 2024 (as supplemented or replaced from time to time) ( Bidder’s Statement ).

The Share Offer is to acquire all Mako Shares for the consideration of one (1) Aurum Share for every 25.1 Mako Shares held and will extend to Mako Shares issued during the Offer Period as a result of the conversion of Mako convertible securities.

The Option Offers are to acquire Mako Options on the basis of:

  • one (1) Aurum Share for every 248 Mako January 2025 Options held; and

  • one (1) Aurum Share for every 170 Mako June 2025 Options held.

FREEING THE SHARE OFFER OF CONDITIONS

Having reached a relevant interest of 39.86% in Mako, Aurum is pleased to declare the Share Offer unconditional and free of all defeating conditions as set out in section 13.8 of the Bidder’s Statement.

OFFERS CONDITIONS

The Share Offer is wholly unconditional.

The Option Offers remain subject to all defeating conditions in section 14.9 of the Bidder’s Statement. None of the defeating conditions in section 14.9 of the Bidder’s Statement have been fulfilled or waived.

RECOMMENDED OFFERS

The Mako directors have unanimously recommended that remaining Mako Shareholders and Mako Optionholders accept Aurum’s Offers without delay, in the absence of a Superior Proposal. Given its current relevant interest in Mako, Aurum believes it is unlikely that a Superior Proposal will eventuate.

AURUM RESOURCES LIMITED | ACN 17 650 477 286 | +61 8 6559 1792 SUITE 11, 23 RAILWAY ROAD, SUBIACO, WA 6008 http://www.aurumres.com.au

1

OFFER PERIOD

The Share Offer and the Option Offers will close at 7.00pm (Sydney time) on Wednesday, 4 December 2024 .

There is no guarantee the Offers will be extended beyond this date unless required to by law.

ACCEPTANCE OF THE OFFERS

If you have already accepted the Offers, you do not need to take any action. If you have not accepted the Offers for your Mako Shares or your Mako Options, you are encouraged to accept without delay . Full details on how to accept the Share Offer are set out in sections 2 and 13.3 of the Bidder’s Statement. Full details on how to accept the Option Offers are set out in sections 2 and 14.4 of the Bidder’s Statement.

ACCEPTANCE FORM

If you require an acceptance form for the Offers, please contact the Offer Information Line on 1300 408 784 (within Australia) or +61 2 8072 1489 (from outside of Australia), Monday to Friday (excluding public holidays) between 8.30am to 7.00pm (Sydney time).[1]

MORE INFORMATION ON THE OFFERS

For further information regarding the Offers, please refer to the Bidder’s Statement and Mako’s Target’s Statement dated 14 November 2024.

In addition, Mako Shareholders and Mako Optionholders can receive further information on the Offers by calling the Offer Information Line on 1300 408 784 (within Australia) or +61 2 8072 1489 (from outside of Australia), Monday to Friday (excluding public holidays) between 8.30am to 7.00pm (Sydney time).[2]

NOTICES

Please find attached, formal notices in accordance with:

  • section 650F of the Corporations Act 2001 (Cth) ( Corporations Act ), freeing the Share Offer of the defeating conditions in section 13.8 of the Bidder’s Statement;

  • section 630(4) of the Corporations Act with respect to fulfilment of the defeating conditions in section 13.8 of the Bidder’s Statement for the Share Offer;

  • section 630(3) of the Corporations Act with respect to the status of the defeating conditions in section 13.8 of the Bidder’s Statement for the Share Offer; and

  • section 630(3) of the Corporations Act with respect to the status of the defeating conditions in section 14.9 of the Bidder’s Statement for the Option Offers,

( Notices ).

The Notices will be provided to Mako today. To the extent required, the Notices have also been provided to ASIC today.

Authorised for release by the Aurum Board of Directors.

1 Calls to these numbers may be recorded.

2 Calls to these numbers may be recorded. AURUM RESOURCES LIMITED | ACN 17 650 477 286 | +61 8 6559 1792 SUITE 11, 23 RAILWAY ROAD, SUBIACO, WA 6008 http://www.aurumres.com.au

2

AURUM RESOURCES LIMITED (ABN 17 650 477 286)

Notice under section 650F Corporations Act 2001 (Cth)

Notice that defeating conditions freed – Share Offer

To ASX Limited ( ASX )

Mako Gold Limited (ABN 84 606 241 829) ( Mako )

This is a notice given by Aurum Resources Limited (ABN 17 650 477 286) ( Aurum ) in relation to the offer dated 4 November 2024 made under its off-market takeover bid to acquire all the ordinary shares in Mako ( Share Offer ) pursuant to its bidder’s statement dated 30 October 2024 (as supplemented or replaced from time to time) ( Bidder’s Statement ).

Unless the context requires otherwise, defined terms in the Bidder’s Statement have the same meaning in this notice.

For the purposes of section 650F of the Corporations Act 2001 (Cth), Aurum gives notice and declares that:

  • (i) the Share Offer, and each contract resulting from acceptance of the Share Offer, is free from all the conditions set out in section 13.8 of the Bidder’s Statement. Accordingly, the Share Offer is now unconditional; and

  • (ii) as at the date of this notice, Aurum’s voting power in Mako is 39.86% (comprising 393,238,482 shares out of a total 986,619,075 shares currently on issue in Mako).

Date: 22 November 2024

Signed for and on behalf of Aurum Resources Limited by:

……………………………………..

Mauro Piccini

Company Secretary

Aurum Resources Limited

1

AURUM RESOURCES LIMITED (ABN 17 650 477 286)

Notice under section 630(4) of the Corporations Act 2001 (Cth)

Defeating conditions to Takeover Bid fullfilled – Share Offer

To ASX Limited Mako Gold Limited (ABN 84 606 241 829) ( Mako

For the purposes of section 630(4) of the Corporations Act 2001 (Cth) ( Corporations Act ), Aurum Resources Limited (ABN 17 650 477 286) ( Aurum ) gives notice that the takeover offer by Aurum for all the fully paid ordinary shares in Mako ( Share Offer ) contained in the bidder’s statement issued by Aurum dated 30 October 2024 (as supplemented or replaced from time to time) ( Bidder’s Statement ) has been freed of all of the conditions set out in section 13.8 of the Bidder’s Statement and is unconditional.

Date: 22 November 2024

Signed for and on behalf of Aurum by:

……………………………………..

Mauro Piccini Company Secretary Aurum Resources Limited

AURUM RESOURCES LIMITED (ABN 17 650 477 286)

Notice under section 630(3) of the Corporations Act 2001 (Cth)

Notice on status of conditions – Share Offer

To ASX Limited; and Mako Gold Limited (ABN 84 606 241 829) ( Mako )

For the purposes of section 630(3) of the Corporations Act 2001 (Cth) ( Corporations Act ), Aurum Resources Limited (ABN 17 650 477 286) ( Aurum ) gives notice that:

  • (a) the offer period under the takeover offer by Aurum for all the fully paid ordinary shares in Mako ( Share Offer ) dated 4 November 2024, as contained in the bidder’s statement issued by Aurum dated 30 October 2024 as supplemented or replaced from time to time ( Bidder’s Statement ), will close at 7.00pm (Sydney time) on 4 December 2024, unless extended;

  • (b) the Share Offer is free from each of the defeating conditions set out in section 13.8 of the Bidder’s Statement (and has been since the notice given by Aurum pursuant to section 650F of the Corporations Act on 22 November 2024) and, as a result, the Share Offer is wholly unconditional; and

  • (c) as at the date of this notice, Aurum’s voting power in Mako is 39.86%.

Date: 22 November 2024

Signed for and on behalf of Aurum by:

……………………………………..

Mauro Piccini

Company Secretary Aurum Resources Limited

AURUM RESOURCES LIMITED (ABN 17 650 477 286)

Notice under section 630(3) of the Corporations Act 2001 (Cth)

Notice on status of conditions – Option Offers

To Australian Securities and Investments Commission; and Mako Gold Limited (ABN 84 606 241 829) ( Mako )

For the purposes of section 630(3) of the Corporations Act 2001 (Cth) ( Corporations Act ), Aurum Resources Limited (ABN 17 650 477 286) ( Aurum ) gives notice that:

  • (a) the offer period under the takeover offers by Aurum for certain options in Mako ( Option Offers ) dated 4 November 2024, as contained in the bidder’s statement issued by Aurum dated 30 October 2024 as supplemented or replaced from time to time ( Bidder’s Statement ), will close at 7.00pm (Sydney time) on 4 December 2024, unless extended;

  • (b) none of the defeating conditions in section 14.9 of the Bidder’s Statement have been fulfilled and the Option Offers have not been freed of any of those conditions. Accordingly, the Option Offers remain subject to each of the defeating conditions set out in section 14.9 of the Bidder’s Statement; and

  • (c) as at the date of this notice, Aurum’s voting power in Mako is 39.86%.

Date: 22 November 2024

Signed for and on behalf of Aurum by:

……………………………………..

Mauro Piccini

Company Secretary Aurum Resources Limited