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EMERALD RESOURCES NL — M&A Activity 2024
Jun 4, 2024
64849_rns_2024-06-04_2beb1fb7-ba0d-4631-a167-3f31c47ad209.pdf
M&A Activity
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ASX Announcement & Media Release
5 June 2024
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Emerald now owns 100% of Bullseye
ASX Code: EMR Shares on issue: 655,037,660 Market Cap: ~A$2.4 billion Cash: A$112.5m (US$73.5m) (31 Mar 2024) Bullion: A$24.9m (US$16.3m) (31 Mar 2024)
Board & Management
Jay Hughes, Non-Executive Chairman Morgan Hart, Managing Director Mick Evans, Executive Director Simon Lee AO, Non-Executive Director Ross Stanley, Non-Executive Director Billie Slott, Non-Executive Director Michael Bowen, Non-Executive Director Mark Clements, Company Secretary Bernie Cleary, Operations Manager Shannon Campbell, Chief Financial Officer
Company Highlights
Team
Highly credentialed gold project operational and in-house development team;
- A proven history of building projects on time and on budget.
Emerald Resources NL (“ Emerald” or “Company ”) is pleased to advise that it has completed its takeover of Bullseye Mining Limited (“ Bullseye ”).
As at the close of the offer on 24 April 2024, Emerald announced it had a relevant interest in 99.55% of the fully paid ordinary shares in Bullseye on issue ( Bullseye Shares ). Following completion of the compulsory acquisition processes, Emerald has now acquired 100% of Bullseye Shares.
Emerald has given notice that it has issued the consideration due to former Bullseye shareholders whose shares were compulsorily acquired to Bullseye, with the consideration being held on trust for those former Bullseye shareholders. A copy of that notice is attached to this announcement.
This ASX release was authorised on behalf of the Emerald Board by: Morgan Hart, Managing Director.
For further information please contact Emerald Resources NL
Morgan Hart Managing Director
Gold Production
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Okvau Gold Mine commissioned on time on budget in 2021;
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Forecast +100,000oz gold production for 2024 at AISC US$780-US$850/oz;
Growth
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Significant exploration and resource growth potential in Cambodia:
oOkvau Gold Mine reserve expansion;oMemot Project maiden open pit inferred resource of 8MT @ 1.84g/t Au for 470koz (Updated Resource (interim) expected September 2024 quarter) -
1,428km[2] of prospective tenure
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Significant exploration and resource growth potential in Australia (Bullseye Mining Limited 100%):
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North Laverton Gold Project located on the underexplored Dingo Range greenstone belt
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Resource expected September 2024 quarter
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1,200km[2] of prospective tenure
ESG
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Focussed on a net positive impact on nearmine environmental and social values by targeting strict compliance with corporate governance, international guidelines (IFC PS’s) and local laws by engaging and collaborating with all stakeholders.
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Commitment to carbon neutral operations in Cambodia
Registered Office 1110 Hay Street West Perth WA 6005
T: +61 8 9286 6300 F: +61 8 6243 0032
W: www.emeraldresources.com.au
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Forward Looking Statement
Certain statements contained in this document, including information as to the future financial or operating performance of the Company and its projects, are forward looking statements. Such forward looking statements involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company and which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements. Forward looking statements are provided as a general guide only and should not be relied on as an indication or guarantee of future performance. Given these uncertainties, recipients are cautioned to not place undue reliance on any forward looking statement. Subject to any continuing obligations under applicable law, the Company disclaims any obligation or undertaking to disseminate any updates or revisions to any forward looking statements in this document to reflect any change in expectations in relation to any forward looking statements or any change in events, conditions or circumstances on which any such statement is based.
No New Information
This document should be read in conjunction with Emerald’s other periodic and continuous disclosure announcements lodged with the ASX, which will be available on Emerald’s website.
The Company confirms that it is not aware of any new information as at the date of this announcement that materially affects the information included in this announcement and that all material assumptions and technical parameters underpinning the estimates in the Company’s previous announcements continue to apply and have not material changed.
Page 2 of 2
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4 June 2024
[Registration Details Line 1] [Registration Details Line 2] [Registration Details Line 3]
Dear former Bullseye Mining Limited shareholder,
SHARES FORMERLY HELD BY YOU IN BULLSEYE MINING LIMITED
We refer to the off-market takeover bid by Emerald Resources NL ( Emerald ) for all of the fully paid ordinary shares in Bullseye Mining Limited ( Bullseye ) ( Bullseye Shares ) which it did not already own ( Offer ).
On 26 April 2024, Emerald announced that, in accordance with section 661A of the Corporations Act 2001 (Cth), it would compulsorily acquire the remaining Bullseye Shares which it did not have a relevant interest in and sent you a copy of ASIC Form 6021 Notice of Compulsory Acquisition following Takeover Bid, setting out the compulsory acquisition process for your Bullseye Shares ( Notice ).
In accordance with the Notice, Emerald has now completed the compulsory acquisition of your Bullseye Shares. Emerald has been registered as the holder of those Bullseye Shares and has provided to Bullseye the consideration payable for the shares (being (1) Emerald Share for every (4) Bullseye Shares), which you are now entitled to claim in respect of your previous holding of Bullseye Shares.
Bullseye is now holding that consideration on trust for you, pending receipt of directions from you as to how to deal with it. We have enclosed a Compulsory Acquisition Claim form ( Claim Form ) for the purpose of claiming the total consideration payable to you.
Please complete and sign the Claim Form and return it (together with any accompanying documents that the Claim Form instructs you to provide) as soon as possible to Emerald in accordance with the instructions provided on the Claim Form.
Upon receipt of a valid Claim Form, the consideration will be transferred to the name and address as it appears on the accompanying Claim Form and did appear on the Bullseye share register.
Please note that if you do not instruct Bullseye as to how it should deal with the consideration before February 2026, your unclaimed consideration will be transferred to the Australian Securities and Investments Commission ( ASIC ). It is ASIC’s normal custom to promptly sell shares transferred to it as unclaimed monies and to hold the net sale proceeds pending claim in an unclaimed money account.
If you have any queries in relation to this letter, please contact us at +618 9286 6300 or [email protected].
Yours faithfully,
Morgan Hart Managing Director
Emerald Resources NL | ACN 009 795 046 1110 Hay Street, West Perth, Western Australia 6005 | PO Box 1408, West Perth, WA 6872 Tel: +61 8 9286 6300 Fax: +61 8 6243 0032 | [email protected]
All Registry Communication to:
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GPO Box 5193, Sydney NSW 2001 1300 288 664 (within Australia) +61 (2) 8072 1400 (international) [email protected] www.automic.com.au
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Bullseye Mining Limited ACN 118 341 736
[REGISTRATION DETAILS LINE 1] [REGISTRATION DETAILS LINE 2] [REGISTRATION DETAILS LINE 3] [REGISTRATION DETAILS LINE 4] [REGISTRATION DETAILS LINE 5] [REGISTRATION DETAILS LINE 6]
Holder Reference Number: [SRN]
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COMPULSORY ACQUISITION CLAIM FORM
This is an important document that requires your immediate attention. This form relates to the consideration to which you are entitled as a result of the compulsory acquisition of your ordinary shares in Bullseye Mining Limited ACN 118 341 736 ( Bullseye ) by Emerald Resources NL ACN 009 795 046 ( Emerald ).
If you are in doubt about how to deal with this form, please contact your professional adviser immediately.
Note: This form can only be used in relation to the shareholding represented by the details printed on this form.
Bullseye Shares previously held: Consideration of 1 Emerald Share for every 4 Bullseye Shares: [BYMUShares] [Consideration]
CLAIM YOUR CONSIDERATION
Sign and return this form in accordance with the instructions provided overleaf.
Signatory of Shareholder(s)
I/we the person(s) named above, instruct Bullseye to pay or issue and transfer the consideration resulting from the compulsory acquisition of my/our Bullseye Shares by Emerald and being held by Bullseye on my/our behalf by transferring Bullseye Shares in Emerald, now held by Bullseye on my/our behalf.
I/we appoint Bullseye and any persons authorised by Bullseye, severally to execute as transferee and deliver to Emerald for registration, in my/ our names and on my/our behalf, as transfer of my/our Emerald to me/us, in such form as Bullseye or such person considers appropriate.
Companies must execute this form in a way permitted by law.
| Individual or Shareholder 1 | Shareholder 2 | Shareholder 3 | ||||
|---|---|---|---|---|---|---|
| Sole Director and Sole Company | Director | Director/Company Secretary | ||||
| Secretary/ Sole Director (cross out | (cross out titles as applicable) | |||||
| titles as applicable) |
Contact Details
| Telephone Number | Telephone Number | Telephone Number | ||
|---|---|---|---|---|
| ( ) | ||||
INSTRUCTIONS FOR COMPLETION OF THIS FORM
Individuals: Where the holding is in one name, the securityholder must sign.
Joint Holders: Where the holding is in more than one name, all the joint holders must sign.
Corporations: Where the holding is in the name of a company, this form must be signed in accordance with the Corporations Act, in one of the following ways: (delete titles as applicable):
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by two directors;
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by a director and secretary;
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by the sole director in the case of an Australian company with a sole director who is also the sole secretary; or
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by an attorney duly authorised in writing.
Overseas Corporations: Where the holding is in the name of an overseas company (companies incorporated outside of Australia), the form must be signed as above, or documentation must be provided showing that the company can sign in an alternate manner.
Power of Attorney and Deceased Estates: If signed under power of attorney or by executors or administrators on behalf of a deceased shareholder, a certified copy of the relevant power of attorney or probate or letters of administration, together with any other documents required by law, must be attached. By signing this form an attorney declares that they have no notice of revocation of the power of attorney.
Please RETURN this form (properly completed, signed and dated) and any other relevant documents as soon as possible to:
| RETURNING YOUR COMPULSORY ACQUISITION CLAIM FORM | RETURNING YOUR COMPULSORY ACQUISITION CLAIM FORM |
|---|---|
| BY MAIL Bullseye Mining Limited P.O. Box 1384 West Perth WA 6872 |
BY EMAIL [email protected] |
Registration Name & Offer Details
Your consideration will be issued to the name(s) as they appear on the Bullseye register, at the date of compulsory acquisition, as provided to Emerald. The registered name and address recorded is printed on page 1.
Contact details:
Entering contact details is not compulsory but will assist us if we need to contact you.
Questions?
You should contact your legal, financial or professional adviser if you are unsure about how to deal with this communication. If you have any questions or require any assistance, please contact Automic on 1300 288 664 (within Australia) and +61 (2) 8072 1400 (outside Australia).
Privacy Notice
Automic Pty Ltd (ACN 152 260 814) trading as Automic advises that Chapter 2C of the Corporation Act 2001 requires information about you as a securityholder (including your name, address and details of the securities you hold) to be included in the public register of the entity in which you hold securities. Primarily, your personal information is used in order to provide a service to you. We may also disclose the information that is related to the primary purpose and it is reasonable for you to expect the information to be disclosed. You have a right to access your personal information, subject to certain exceptions allowed by law and we ask that you provide your request for access in writing (for security reasons). Our privacy policy is available on our website – www.automic.com.au