AuStar Gold and White Rock Sign Revised Merger Implementation Deed
AuStar Gold Limited (ASX: AUL) (AUL, AuStar Gold or the Company) and White Rock Minerals Limited (ASX: WRM) (WRM or White Rock) refer to their joint ASX announcement of 3 February 2021 in which they advised that they had entered into a Merger Implementation Deed for the Share Scheme.
AuStar Gold and White Rock are pleased to advise that they have now entered into an Amended and Restated Merger Implementation Deed (Revised MID), which, in addition to the Share Scheme, also includes mechanisms for dealing with AuStar Gold listed options and other AuStar Gold securities on issue.
- As announced on 3 February 2021, White Rock proposes to acquire 100% of AuStar Gold by way of scheme of arrangement in an all-share transaction under which, if implemented, AuStar Gold shareholders will receive 0.78 White Rock shares for every AuStar Gold share held ("Share Scheme").
- White Rock and AuStar Gold have now entered into an Amended and Restated Merger Implementation Deed (Revised MID) for the purpose of including a mechanism for dealing with the AuStar Gold Listed Options on issue.
- The Revised MID also reflects the recent capital raising by both companies and retains the consideration of 0.78 White Rock shares for every AuStar Gold share.
- The implied consideration of the Share Scheme is 40 cents per AuStar Gold share and represents a premium of approximately 32% based on AuStar Gold's recent capital raising offer price and the AuStar Gold share price as at the close of trading on 26 April 2021.
- Under the Revised MID, an Option Scheme of Arrangement will be proposed to the holders of AuStar listed options, under which, if implemented, AuStar Gold listed option holders will receive 1 new White Rock listed option for every AuStar Gold listed option held, exercisable at A$0.77 each and subject to the same expiry date and conditions as the AuStar Gold listed options ("Option Scheme").
- Separate Share Scheme and Option Scheme meetings will be held, back to back and will be conditional on each other.
- The AuStar Gold Board unanimously recommends that AuStar Gold security holders vote in favour of the Schemes, in the absence of a superior proposal and subject to an independent expert's report concluding that the Schemes are in the best interests of AuStar Gold shareholders and listed option holders.
Under the Revised MID it is proposed that:
- White Rock will acquire 100% of the issued share capital of AUL via a share scheme of arrangement between AuStar Gold and its shareholders (the Share Scheme);
- The holders of AuStar Gold listed options will receive 1 new White Rock option for every AuStar Gold listed option held, with an exercise price of A$0.77 each and subject to the same expiry date (31 December 2021) and conditions as the AuStar Gold listed options via an option scheme of arrangement between AuStar Gold and its listed optionholders (the Option Scheme); and
- All other AuStar Gold unlisted options and performance rights will either be exercised, cancelled or lapse.
The Share Scheme and the Option Scheme are collectively referred to below as the Schemes. AuStar Gold securityholders are not required to take any action at this time, and will receive further information about the Schemes in the scheme booklet to be provided in due course.
Read the full announcement here.
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