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.

DIATREME RESOURCES LIMITED M&A Activity 2024

Jul 23, 2024

64787_rns_2024-07-23_617b2f70-576c-49c7-ae16-2515453de593.pdf

M&A Activity

Open in viewer

Opens in your device viewer

==> picture [338 x 122] intentionally omitted <==

==> picture [195 x 67] intentionally omitted <==

ASX ANNOUNCEMENT

24 July 2024

Diatreme obtains over 90% interest in Metallica Shares

  • Diatreme has now acquired a relevant interest in more than 90% of Metallica Shares

  • Offer due to close at 7.00pm (Sydney time) on Tuesday, 6 August and will not be extended further. Diatreme encourages all remaining Metallica Shareholders to ACCEPT the Offer NOW

  • Compulsory acquisition process planning underway

Diatreme Resources Limited (ASX: DRX) ( Diatreme or the Company ) refers to its off-market takeover bid for all the ordinary shares in Metallica Minerals Limited (ASX: MLM) ( Metallica ), under which Metallica Shareholders would receive 1.3319 ordinary shares in Diatreme ( Diatreme Shares or the Offer Consideration ) for each ordinary share in Metallica ( Metallica Share ) held by Metallica Shareholders on the record date ( Offer ). The Offer is contained in Diatreme’s bidder’s statement dated 28 March 2024 (as varied and supplemented from time to time) ( Bidder’s Statement ). Words defined in the Bidder’s Statement have the same meaning in this announcement, unless the context requires otherwise.

Diatreme has now acquired a relevant interest in more than 90% of Metallica Shares and more than 75% of the Metallica Shares that it offered to acquire under the Offer. Further to Diatreme’s announcement on 23 July 2024:

  • Given Diatreme’s relevant interest in Metallica is now more than 90%, Diatreme will seek to compulsorily acquire any outstanding Metallica Shares under the Corporations Act 2001 (Cth) and procure that Metallica is removed from the official list of ASX upon the conclusion of the compulsory acquisition process (refer to section 8.2 of Diatreme’s Bidder’s Statement for further information).

  • The Offer is due to close at 7.00pm (Sydney time) on Tuesday, 6 August 2024 and will not be extended further by Diatreme . Subject to the terms of the Offer, Metallica Shareholders who accept the Offer before the closing date will receive the Offer Consideration within 10 Business Days of acceptance .

  • Metallica Shareholders who have not accepted the Offer before the closing date will be unable to claim their Offer Consideration until after the compulsory acquisition process is completed. This is likely to be no earlier than six weeks after Diatreme gives the compulsory acquisition notice .

Accordingly, Diatreme strongly encourages all Metallica Shareholders to ACCEPT THE OFFER NOW to participate in the Offer benefits as soon as possible.

Page 1 of 3

==> picture [338 x 122] intentionally omitted <==

==> picture [195 x 67] intentionally omitted <==

How to Accept the Offer

Instructions on how Metallica shareholders can accept the Offer are contained in the Bidder’s Statement and on the acceptance form (which accompanies the Bidder’s Statement). Metallica shareholders can accept the offer by returning their acceptance form or contacting their controlling participant (usually their broker).

To ACCEPT the offer online, scan the barcode to the right with your smart phone or tablet or visit https://investor.automic.com.au/#/signup on your browser and follow these instructions:

  1. Click “Register” then select "Metallica Minerals Takeover Offer" from the dropdown list in the Issuer Name Field

  2. Enter your Holder Identification Number / Holder Reference (HIN/SRN)

  3. Enter your postcode OR country of residence (only if outside Australia)

  4. Tick the box "I'm not a robot" and then select "Next"

  5. Complete the prompts to set up your username and password details

  6. Once you are logged in, select “Offers” from the left-hand vertical menu and follow the prompts.

==> picture [87 x 87] intentionally omitted <==

Any Metallica shareholders with questions about the Offer, should contact their legal, financial or other professional adviser or call the shareholder information line on 1300 636 752 (or +61 2 8318 7933 for overseas domiciled holders) between 8.30am (Sydney time) and 5.00pm (Perth time) Monday to Friday.

This market announcement was authorised for release by:

Neil McIntyre Chief Executive Officer

Contact – Mr Neil McIntyre - Ph – +61 (0)7 3397 2222 Website - www.diatreme.com.au Email - [email protected]

For investor/media queries, please contact: Anthony Fensom, Fensom Advisory [email protected] Ph: +61 (0)407 112 623

Page 2 of 3

==> picture [338 x 122] intentionally omitted <==

==> picture [195 x 67] intentionally omitted <==

About Diatreme Resources Limited

Diatreme Resources Limited (ASX:DRX) is an emerging Australian producer of mineral and silica sands based in Brisbane. Our key projects comprise the Northern Silica Project and Galalar Silica Sand Project in Far North Queensland, located next to the world's biggest silica sand mine at Cape Flattery.

In Western Australia’s Eucla Basin, Diatreme’s ‘shovel-ready’ Cyclone Zircon Project is considered one of a handful of major zircon-rich discoveries of the past decade. Diatreme also holds a 49% interest in the Clermont Copper-Gold Project located in central Queensland. Diatreme has a farm-in agreement with Metallica Minerals Limited (MLM) which already owns a 51% interest and has provided its intention to earn up to a 75% interest by meeting certain further expenditure obligations of an additional $1 million.

Diatreme has an experienced Board and management, with expertise across all stages of project exploration, mine development and project financing together with strong community engagement skills.

Global material solutions group Sibelco Asia Pacific is Diatreme’s development partner on its Queensland silica projects portfolio. Sibelco Asia Pacific has completed a two tranche investment of $35 million taking its total project interest to 26.8%, with the balance (73.2%) held by Diatreme. In addition, Sibelco Asia Pacific made a $13.97 million investment at the corporate level.

For more information, please visit www.diatreme.com.au

Page 3 of 3