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BRIGHTSTAR RESOURCES LIMITED — M&A Activity 2025
Oct 7, 2025
64581_rns_2025-10-07_eefd9bb6-962c-4f9a-b514-68af591a936a.pdf
M&A Activity
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ASX Announcement 8 October 2025
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RESULTS OF FIRST COURT HEARING
Aurumin Limited (ASX:AUN) ( Aurumin or the Company ) refers to its proposed schemes of arrangement under which Brightstar Resources Limited (ASX:BTR) ( Brightstar ) may acquire 100% of the shares and options of Aurumin pursuant to a share scheme of arrangement ( Share Scheme ) and an option scheme of arrangement ( Option Scheme ) (together, the Schemes ).
Aurumin is pleased to announce that the Supreme Court of Western Australia ( Court ) has today made orders for the convening of a meeting of Aurumin shareholders and a separate meeting of Aurumin optionholders to consider and vote on the Share Scheme and the Option Scheme, respectively (together, the Scheme Meetings ) and approving the dispatch of an explanatory statement providing information about the Schemes ( Scheme Booklet ).
The Scheme Booklet is expected to be registered with the Australian Securities and Investments Commission ( ASIC ) on 9 October 2025. The Scheme Booklet (including the Independent Expert’s Report) will then be released to ASX and available for viewing and download at the Company’s website at https://aurumin.com.au.
The Scheme Booklet will be dispatched to Aurumin securityholders on or around 15 October 2025 as follows:
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Aurumin securityholders who have elected to receive physical communications from Aurumin will be sent by post a physical copy of the Scheme Booklet, a personalised Proxy Form, an Opt-in Notice (for Small Shareholders) and a reply-paid envelope (Australian registered addresses) or self addressed envelope (overseas addresses);
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Aurumin securityholders who have not elected to receive communications from Aurumin by post and have an email on file will be sent an email containing details of the Scheme Meetings, instructions about how to view or download a copy of the Scheme Booklet, access to InvestorVote and an Opt-in Notice (for Small Shareholders); and
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Aurumin securityholders who have made no election as to how they receive communications from Aurumin and do not have an email on file will be sent a letter by post containing instructions about how to view or download a copy of the Scheme Booklet, a Proxy Form, an Opt-in Notice (for Small Shareholders) and a replypaid envelope (Australian registered addresses) or self addressed envelope (overseas addresses).
Aurumin securityholders should carefully read and consider the Scheme Booklet in its entirety, including the materials accompanying it, before deciding how to vote at the Scheme Meetings.
If after reading the Scheme Booklet you have any questions about the Scheme Booklet or the Schemes, please contact Aurumin's Share Registry on 1300 121 581 (within Australia) and (03) 9415 4327 (outside Australia) between 8.30am and 5.00pm (AEDT). If you are in any doubt about what action you should take, please consult your broker or financial, taxation, legal or other professional adviser immediately.
Recommendation of the Aurumin Directors
The Directors of Aurumin believe that the Schemes are in the best interests of Aurumin securityholders and unanimously recommend that, in the absence of a superior proposal, you vote in favour of:
- the Share Scheme, subject to the Independent Expert continuing to conclude that the Share Scheme is in the best interests of Aurumin shareholders; and
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ASX Announcement
8 October 2025
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- the Option Scheme, subject to the Independent Expert continuing to conclude that the Option Scheme is in the best interests of Aurumin optionholders.[a]
Subject to those same qualifications, each Director of Aurumin will vote, or procure the voting of, all Aurumin shares or Aurumin options in which they hold or control in favour of the relevant Scheme at the Scheme Meetings.
Scheme Meetings
The Scheme Meetings are scheduled to be held at The Celtic Club, 48 Ord Street, West Perth WA 6005 on 14 November 2025. The Share Scheme Meeting is scheduled to be held at 2.00pm (AWST) followed by the Option Scheme Meeting at the later of 2.30pm (AWST) and the conclusion of the Share Scheme Meeting. All Aurumin shareholders registered on the Aurumin share register at 4.00pm (AWST) on 12 November 2025, will be entitled to vote at the Share Scheme Meeting and all Aurumin optionholders who are registered on the Aurumin option register at 4.00pm (AWST) on 12 November 2025 will be entitled to vote at the Option Scheme Meeting. Further information on how to participate in and vote at the Scheme Meetings will be set out in the Scheme Booklet.
Second Court Hearing
If the Schemes are approved at the Scheme Meetings and all conditions of the Schemes are satisfied or waived (other than Court approval of the Schemes), Aurumin will apply to the Court for orders approving the Schemes at the Second Court Hearing.
Indicative timetable
The expected key dates for the Schemes are set out in the table below:
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----- Start of picture text ----- Event Date and TimeLast date and time for receipt of Proxy Forms or 2.00pm (AWST) on 12 November 2025powers of attorney for the Share SchemeMeetingLast date and time for receipt of Proxy Forms or 2.30pm (AWST) on 12 November 2025powers of attorney for the Option SchemeMeetingTime and date for determining eligibility to vote 4.00pm (AWST) on 12 November 2025at the SchemesShare Scheme Meeting 2.00pm (AWST) on 14 November 2025Option Scheme Meeting The later of 2.30pm (AWST) or the conclusion of theShare Scheme Meeting on 14 November 2025Second Court Date 4.00pm (AWST) on 19 November 2025Effective Date 21 November 2025Record Date 25 November 2025Implementation Date 2 December 2025----- End of picture text -----
a In considering the unanimous recommendation and intentions of the Directors to vote in favour of the Schemes, Aurumin securityholders should have regard to the interests of the Directors in the outcome of the Scheme vote, as discussed in the section of the Letter from the Aurumin Chair entitled “Interests of the Directors in the Scheme” and disclosed in detail in section 3.3 of the Scheme Booklet, the qualifications discussed in the section of the Letter from the Chairman of Aurumin titled “The Aurumin Board unanimously recommends the Schemes” and in section 1.2(a) of the Scheme Booklet, and to certain payments to be made to the Aurumin Directors outlined in section 10.7 of the Scheme Booklet.
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Please note that all of the above times and dates are indicative only and, among other things, are subject to the Court approval process, ASX approval and the satisfaction or, where applicable, waiver of the conditions set out in section 3.7 of the Scheme Booklet. Aurumin reserves the right to vary the times and dates above, subject to the approval of such variation by Brightstar, the Court and ASIC where required. Aurumin will update Aurumin Securityholders as to any material developments in relation to the Schemes as the timetable progresses.
The Aurumin Board has authorised this announcement for release.
ENDS
For further information, please contact
Daniel Raihani
Managing Director
Phone: +61 (8) 6555 2950 Email: [email protected] Website: www.aurumin.com.au Post: PO Box 446, Subiaco WA 6904
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