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.

BRIGHTSTAR RESOURCES LIMITED M&A Activity 2025

Jul 27, 2025

64581_rns_2025-07-27_8a130a65-8b72-4428-8a9b-024a2df67bb3.pdf

M&A Activity

Open in viewer

Opens in your device viewer

==> picture [105 x 46] intentionally omitted <==

28 July 2025

KEY SECURITY HOLDER SUPPORT RECEIVED FOR BRIGHTSTAR ACQUISITION OF AURUMIN

Brightstar Resources Ltd (ASX: BTR) ( Brightstar ) and Aurumin Limited (ASX: AUN) ( Aurumin ) are pleased to provide an update to the joint announcement of 21 July 2025 regarding the transaction pursuant to which it is proposed that Brightstar will acquire 100% of the shares and options of Aurumin pursuant to a share scheme ( Share Scheme ) and an option scheme ( Option Scheme ) of arrangement.

The parties are pleased to announce that the following key security holders representing a total of approximately 22.01% of Aurumin shares , and 48.67% of Aurumin options , have each separately confirmed to Aurumin that they intend to vote such of those shares and options that they hold at the time of the Share Scheme and Option Scheme meetings in favour of the Share Scheme and Option Scheme respectively, in the absence of a superior proposal and subject to an independent expert concluding (and continuing to conclude) that the Share Scheme or Option Scheme is in the best interests of Aurumin shareholders or optionholders (as applicable).

These statements of support are in addition to the commitments provided by the Aurumin directors in the Scheme Implementation Deed disclosed on 21 July 2025 to vote in favour of the Share Scheme and Option Scheme in respect of all Aurumin shares and options held or controlled by them, in the absence of a superior proposal and subject to an independent expert concluding (and continuing to conclude) that the Share Scheme or Option Scheme is in the best interests of Aurumin shareholders or optionholders (as applicable). Refer to the Annexure to this announcement for additional details regarding the voting intention statements.

Authorised for release by the Board of Brightstar and Aurumin.

FOR FURTHER INFORMATION, PLEASE CONTACT:

Alex Rovira Daniel Raihani Managing Director Managing Director Brightstar Resources Limited Aurumin Limited Email: [email protected] Email: [email protected]

Investor Relations

Lucas Robinson Phone: +61 408 228 889 Email: [email protected]

==> picture [105 x 46] intentionally omitted <==

Annexure: Aurumin security holder support

Aurumin has received separate written notices from each of the following security holders confirming that it intends to vote such of those shares and options that it holds at the time of the Share Scheme and Option Scheme meeting in favour of the Share Scheme and Option Scheme, in the absence of a superior proposal and subject to an independent expert concluding (and continuing to conclude) that the Share Scheme or Option Scheme (as applicable) is in the best interests of Aurumin shareholders.

Although the security holders have each confirmed they have no present intention to do so, each holder has reserved the right to dispose of any or all of the Aurumin securities, or acquire additional Aurumin shares, prior to the Share Scheme and Option Scheme meetings.

Each of the security holders named below have consented to the disclosure of their intention.

Security holder (and
their respective
associated entities)
Number of
shares
currently held
Voting
power in
respect of
shares
Number of
options
currently held
Voting
power in
respect of
options
Patronus Invest PtyLtd 54,019,600 10.89% - -
Collins
St
Asset
Management as trustee
for the Collins St Value
Fund A/C
42,882,556 8.64% 54,504,512 38.13%
Heelmo Holdings PtyLtd 12,324,452 2.48% 15,060,113 10.54%
TOTAL 109,226,608 22.01% 69,564,625 48.67%

In addition to the statements of support outlined above, the Directors of Aurumin have agreed to vote in favour of the Share Scheme and Option Scheme in respect of all Aurumin shares and options held or controlled by them, in the absence of a superior proposal and subject to an independent expert concluding (and continuing to conclude) that the Share Scheme or Option Scheme is in the best interests of Aurumin shareholders or optionholders (as applicable).

Director Number of shares
currently held
Voting power in
respect of
shares
Number of
options currently
held
Voting power in
respect of
options
Daniel
Raihani
76,500,000 15.42% 12,000,000 8.40%
Piers
Lewis
3,167,147 0.64% 3,470,000 2.43%
John
Ingram
200,000 0.04% Nil Nil
TOTAL 79,867,147 16.10% 15,470,000 10.83%

PATRONUS RESOURCES Level 1, 24 Outram Street WEST PERTH WA 6005 P : +61 08 9242 2227 E [email protected] patronusresources.com.au

==> picture [224 x 68] intentionally omitted <==

A SX : PT N

23 July 2025

The Board of Directors Aurumin Ltd Unit 1, 295 Rokeby Road Subiaco WA 6008

By email

Dear Directors

Patronus Invest Pty Ltd – Voting Intention Statement

It is understood that:

  1. Aurumin Limited ( AUN ) and Brightstar Resources Limited ( BTR ) are considering undertaking a transaction pursuant to which BTR would acquire 100% of the issued capital of AUN ( Transaction ).

  2. It is presently intended that the Transaction will be undertaken as a scheme of arrangement.

  3. The price per share under the Transaction will be comprised solely of scrip consideration, on the ratio of 1 BTR shares for every 4 AUN shares on issue as at the record date for the Transaction.

By signing where indicated below, Patronus Invest Pty Ltd (the Shareholder

  • (a) the voting shares in AUN as at the date of this letter) ( AUN Shares ).

  • (b) The Shareholder has the right to vote (or cause the Shareholder’s nominee, broker or other representative to vote) all the AUN Shares.

  • (c) The Shareholder intends to attend (either in person, by proxy, power of attorney or as corporate representative) the meeting of AUN members at which a resolution to approve the Transaction ( Scheme Meeting ) (or at any adjournment or postponement thereof), and at such Scheme Meeting the Shareholder intends to vote or cause to be voted, by proxy or otherwise all the AUN Shares held by it at the record date for voting at the Scheme Meeting in favour of the resolution the subject of the Scheme Meeting, subject only to:

  • (i) the scheme implementation deed for the Transaction being executed and announced by no later than 23 July 2025;

  • (ii) the price per share for the Transaction being not less than as described in this document;

  • (iii)

==> picture [612 x 47] intentionally omitted <==

PATRONUS RESOURCES Level 1, 24 Outram Street WEST PERTH WA 6005 P : +61 08 9242 2227

==> picture [224 x 68] intentionally omitted <==

A SX : PT N

  - **E** [email protected] **patronusresources.com.au**
  • (iv) the Independent Expert’s Report concluding that the share scheme is in the best interests of AUN shareholders.

  • (d) public announcement by AUN or BTR in respect of the Transaction, including the scheme booklet issued by AUN (together, Disclosures ).

  • (e) The Shareholder is aware of the implications under ASIC’s truth in takeovers policy (as set out in ASIC Regulatory Guide 25), that will arise as a result of the appearance of this voting intention statement in the Disclosures.

  • (f) The Shareholder takes no responsibility for any part of the content of any Disclosures other than references to its name and interest in the AUN Shares, and the reference to its intention to vote, or cause the be voted, all the AUN Shares in favour of the resolution the subject of the Scheme Meeting, subject to the terms set out in, this letter. This statement of intention should not be construed as any recommendation by the Shareholder to any other person with respect to the Transaction.

For the purposes of this document:

Competing Proposal ” means a transaction or arrangement pursuant to which a party or parties (other than BTR or its associates) will, if the transaction or arrangement is entered into or completed:

  • (a) acquire (whether directly or indirectly) or become the holder of, or otherwise acquire, have a right to acquire or have an economic interest in all or a substantial part of the business of AUN and its subsidiaries (together, the Group );

  • (b) acquire control (as determined in accordance with section 50AA of the Corporations Act) of AUN or any member of the Group;

  • (c) otherwise acquire or merge with AUN or any member of the Group; or

  • (d) enter into any agreement, arrangement or understanding requiring AUN to abandon, or otherwise fail to proceed with, the Transaction,

whether by way of takeover offer, scheme of arrangement, shareholder approved acquisition, capital reduction or buy back, sale or purchase of shares or assets, joint venture, dual-listed company structure (or other synthetic merger), or other transaction or arrangement.

Superior Proposal good faith, and after taking written advice from its legal and (if applicable) financial advisors, determines:

  • (a) is reasonably capable of being valued and completed in a reasonable timeframe; and

  • (b) more favourable to its shareholders (as a whole) than the Transaction taking into account all terms and conditions of the Competing Proposal,

==> picture [612 x 47] intentionally omitted <==

PATRONUS RESOURCES Level 1, 24 Outram Street WEST PERTH WA 6005 P : +61 08 9242 2227

==> picture [224 x 68] intentionally omitted <==

A SX : PT N

E [email protected] patronusresources.com.au

in each case, taking into account all aspects of the Competing Proposal (including timing considerations, any conditions precedent, the identity of the proponent or other matters affecting the probability of the Competing Proposal being completed including legal, regulatory and financial matters) and of the Transaction.

Yours faithfully

==> picture [113 x 83] intentionally omitted <==

Rowan Johnston Chairman Patronus Invest Pty Ltd

Date: 23 July 2025

Executed by Patronus Invest Pty Ltd ACN 677 335 689 ) pursuant to section 127 of the Corporations Act 2001 (Cth): ) ) )

==> picture [113 x 83] intentionally omitted <==

==> picture [97 x 80] intentionally omitted <==

Signature of Director Signature of Secretary

______ _________ Rowan Johnston Stephen Jones

==> picture [612 x 47] intentionally omitted <==