FITZROY RIVER CORPORATION LTD — M&A Activity 2019

Nov 13, 2019

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ABN 75 075 760 655

14 November 2019

Company Announcements Office

ASX Limited

FITZROY RIVER CORPORATION ANNOUNCES TAKEOVER OFFER FOR ROYALCO RESOURCES

Fitzroy River Corporation Limited ( ASX: FZR ) ( Fitzroy or the Company ) announces it intends to make an offmarket takeover offer ( Offer ) to acquire Royalco Resources Limited ( ASX: RCO ) ( Royalco ).

The Offer is 24 cents cash ( Offer Price ) for each Royalco share not currently owned by Fitzroy and values 100% of Royalco at approximately $12.65 million.

Fitzroy already owns 47.76% of Royalco.

The shares the subject of this Offer comprise approximately 27.53m Royalco shares ( Shares ) that are currently held by:

• 3 substantial shareholders who control approximately 23.78m shares representing 45.11% of Royalco’s issued share capital; and

• approximately 160 smaller shareholders who control approximately 3.75m shares representing 7.13% of Royalco’s issued share capital.

The Offer Price of 24 cents values the Shares the subject of the Offer at approximately $6.61 million.

The Offer will be subject to the following defeating conditions:

• a minimum acceptance condition of 90%;

• a market fall condition; and

• no prescribed occurrences occurring during the offer period.

The Chair of Fitzroy, Malcolm McComas said:

“Fitzroy’s Offer represents a 20% premium to Royalco’s 3 and 6 month VWAP and provides Royalco shareholders with a liquidity event to sell all their shares, compared to the infrequent and low volume trades of Royalco shares on ASX.”

For further information:

Malcolm McComas 0412 016 009 mccomas.m@gmail.com

Registered Office: Suite 6.02, Level 6, 28 O’Connell Street Sydney NSW 2000

Tel: (02) 9048 8856 Website: www.fitzroyriver.net.au

Mail to: GPO Box 4626, Sydney NSW 2001